Summary
Overview
Work History
Education
Skills
Accomplishments
Languages
Timeline
Certification
Personal Information
Hobbies and Interests
Activities
Professional Qualifications and Memberships
Professional and Industry Activities
Civic Responsibilities
Personal Information
Hobbies and Interests
Generic
Waweru Mathenge

Waweru Mathenge

Nairobi,

Summary

Seasoned corporate governance strategist and legal professional with 25+ years of leadership across Kenya’s top financial institutions and publicly listed enterprises. Proven track record rescuing and reforming organizations—beginning at the revival of Trust Bank after it had gone into statutory management, led the legal aspects of a successful KES 1.2 billion rights issue to revive Uchumi Supermarkets, and led the legal aspects of USD 4.5 billion NIC–CBA merger. Today, I am the Legal Director at Equity Bank, managing legal risks within the bank and advising the Executive Committee and Board of Directors. I champion a culture of ethical leadership, open governance, and responsible decision-making—ensuring every policy and transaction upholds the highest standards of professional excellence. Strategic-thinking individual offering an engaging and pleasant personality with expertise in improving customer relationships.

Overview

28
28
years of professional experience
14
14
Certificate

Work History

Director, Legal

Equity Bank Kenya Limited
04.2024 - Current
  • Advising the Board of Directors, the Managing Director of Equity Bank Kenya and the Group General Counsel for Equity Group on the identification and management of legal risk in the country business, liaising directly with the various functions as appropriate and ensuring compliance with the Equity Group Legal Policies.
  • Managing legal risk relating to contractual arrangements, litigation, intellectual property, legal capacity and competition in accordance with policy.
  • Working with legal team members in the business in addressing legal service requirements as and when required.
  • Working with legal team members to effectively manage event driven escalation of matters that have potential legal risk.
  • Proactively advising and educating the business on relevant legal issues.
  • Working together with the other Functional Heads of Equity Bank Kenya, Heads of Legal in the regional subsidiaries and Equity Group General Counsel to provide seamless and consistent legal support and service to the business.
  • Developing an effective, high performing legal team within the business in Kenya.
  • As a member of the Corporate Credit Executive Committee, evaluating, advising on, and approving credit proposals in furtherance of the Bank's lending business.

Group Company Secretary and Head of Legal

NCBA Group PLC
10.2019 - 12.2023
  • Legal lead in the Steering Committee that orchestrated the highly successful merger between NIC Group and Commercial Bank of Africa hailed as the largest merger of its kind in Kenya. This created an entity, NCBA Group, with an asset base of over USD 4.5 Billion as at 2019.
  • Positioned the legal function as an integral part of executive management, providing expert counsel on strategic, legal, governance, risk management and business matters. This advisory role led to significant optimization in business decision-making, resulting in improved outcomes.
  • Successfully negotiated several settlements and resolved customer claims, resulting in substantial savings of 30% to 40% of budgeted amounts.
  • Legal lead in the rebranding of NCBA, working closely with the Marketing department to achieve a brand that is within three years recognised as one of the top 10 brands in Kenya.
  • Achieved 25% savings in the budget for the Legal Department through active negotiation of legal costs in the year 2022.
  • Led the legal function in the development and roll out of standard loan documentation based on the globally accepted Loan Market Association (LMA) standard, thereby enhancing the Bank's capacity to engage in large-ticket syndicated lending.
  • Developed and led a Legal and Governance team of 20 that was recognised as the top in-house legal department by the Nairobi Branch of the Law Society of Kenya in 2023.
  • Recognised as winner of the prestigious Company Secretary of the Year 2023 award by the Institute of Certified Public Secretaries of Kenya (ICPSK).
  • Promoted and led the implementation of best practices in governance, company secretarial matters, and regulatory compliance, resulting in the organisation being honoured as the overall winner of the prestigious ICPSK Champions of Governance Award in 2023.
  • Facilitated compliance with statutory obligations and requirements, thereby ensuring that the organisation was rated in the Leadership Category in matters of governance by the Capital Markets Authority in 2021 and 2022.
  • Advising the Board of Directors and Management on the application of the best corporate governance practices and regulatory compliance to ensure that the organisation retains its license to do business.
  • Advising the Board and Management on all legal matters affecting the organisation's business.
  • As a member of the Management Executive Committee, setting and implementing the strategy of the organisation.
  • Ensuring that the department is staffed with the right calibre of professionals to provide the highest level of service to the various teams within the organisation.
  • Improving department operations by capturing opportunities to streamline processes and enhance efficiency.
  • Managing the departmental budget to achieve cost savings and contribute to an overall positive organisational P&L.
  • Managing efficient workflows by creating effective schedules and delegating work based on personnel strengths and knowledge.
  • Evaluating performance continuously to identify areas in need of improvement and implement strategies to keep team on-track.
  • Applying organizational rules and internal controls and incorporating policy changes into the departments' day-to-day activities.
  • Analyzing probable outcomes of cases using knowledge of legal precedents.
  • Advising on the resolution of high-value recovery matters thereby contributing to the overall profitability of the organisation.
  • Minimizing risk exposure through careful advice on business operations and strategic plans.
  • Managing various stakeholders and enhancing the corporate image of the organisation.
  • Leading as a role model in promoting ethical practices and sound corporate governance.
  • Researching and writing contracts, agreements and proposals.
  • Conducting settlement negotiations for cases valued at billions of shillings.
  • Appraising internal clients of potential risks and costs associated with various courses of action.
  • Interpreted laws, rulings and regulations for internal clients.
  • Engaged in complex commercial litigation relating to banking, insolvency and security enforcement and loan recoveries, formulated trial strategies and techniques specifically pertaining to each case, analyzed probable outcomes of cases using knowledge of legal precedents.

Deputy Group Company Secretary and Head of Legal and Compliance

NIC Bank Kenya PLC
12.2016 - 09.2019
  • Led the legal team to enhance recovery of non-performing loans by over 100% between 2017 and 2019, transforming the department from a cost centre to a profit centre.
  • Guided the bank in the implementation of best practice in corporate governance, thereby enabling the bank to win the top award in the ICPSK Champions of Governance Awards in 2018.
  • Positioned the legal department as a trusted advisor to the business, transforming the role of the department from a mere support function within the credit risk department to a stand-alone function and true partner to business functions.
  • Advising the Board of Directors and Management on all matters related to Corporate Governance.
  • Advising on compliance with various laws and regulations relating to the bank's business.
  • Organizing and administering Board meetings and Board Committee meetings, and recording the proceedings thereof.
  • Supporting the Group Managing Director by identifying and managing legal risk in the country business, liaising directly with various functions as appropriate.
  • Supporting the Group Company Secretary in his role as Board advisor, advising Directors on statutory duties, disclosure obligations, listing rule requirements, corporate governance practices, and effective board processes.
  • Managing legal risk relating to contractual arrangements, litigation, intellectual property, and legal capacity through hiring the right calibre of professionals.
  • Providing legal advice, interpretation, and guidance to senior management and officers.
  • Leading and working with legal team members in the Kenya business to address legal service requirements as and when required.
  • Leading and working with legal team members to effectively manage event-driven escalations of matters with potential legal risk.
  • Proactively advising and educating the business on relevant legal issues.
  • Overseeing the provision of effective services by third-party providers, proper premises management, procurement of goods and services, and physical security through oversight of dedicated teams.
  • Ensuring provision of company secretarial support, embedding the Board Charter, monitoring compliance with corporate governance policies, and providing high-level information to the Board.
  • Developing effective, high-performing legal, administration, and security teams within the Kenya business and the wider Group.

Head of Legal & Secretarial Services

Barclays Bank of Kenya Limited
10.2014 - 11.2016
  • Led in the design and roll-out of new corporate loan documentation across the bank and trained the Corporate Banking and Credit Risk departments on their use and how to respond to customer queries on various provisions.
  • Legal lead in negotiating and drafting the legal documentation for the first oil and gas deal done by the bank in Kenya, valued at USD 10 million.
  • Drafted the legal documentation used by the bank in launching a successful new business line of asset leasing, which became a multi-million shilling revenue stream.
  • Legal lead in the product design and drafting of legal documentation for the newly launched Islamic Banking proposition, which grew into a key business line with an asset value of over KES 1 billion.
  • Contained legal costs within budget through robust negotiations with law firms and building in-house legal capacity to reduce external outsourcing.
  • Recognised as a top 100 in-house lawyer in Africa by the Legal 500 General Counsel (GC) Powerlist.
  • Positioned the legal and secretarial department as a trusted advisor to the business and management.
  • Awarded a Certificate of Excellence for outstanding contribution to the legal profession and Barclays Bank’s legal practice.
  • Received the Role Model Award under “Winning Together” for exceptional delivery and service to customers alongside the Credit and Relationship Management teams.
  • Supported the MD and General Counsel for Barclays Africa by identifying and managing legal risk in the country business and ensuring compliance with the Barclays Group Legal Principal Risk framework.
  • Managed legal risk relating to contractual arrangements, litigation, IP, legal capacity, and competition in accordance with policy.
  • Worked with legal team members in Kenya to address legal service requirements and manage event-driven escalations with potential legal risk.
  • Proactively advised and educated the business on relevant legal issues.
  • Collaborated with Functional Heads, Heads of Legal across the cluster, and the BA General Counsel to provide seamless, consistent legal support to the business.
  • Oversaw effective company secretarial support through embedding the Board Charter, monitoring governance policy compliance, and providing high-level information to the Board.
  • Developed an effective, high-performing legal team within the Kenya business.

Legal Counsel

Barclays Bank of Kenya Limited
04.2007 - 10.2014
  • Supporting the Bank in the long-term growth of the business by providing pragmatic and effective legal advice to manage legal risk across the business and assist in the design and implementation of procedures to manage, at an appropriate level, this risk.
  • Ensuring that all aspects of legal risk are identified, covered, and controlled in the implementation of new projects, systems, procedures, and products.
  • Ensuring best practices are adopted and guidelines complied with, and that all activities comply with applicable laws, rules, and regulations.
  • Monitoring legislative and regulatory changes affecting the markets in which the Bank operates; analyzing, evaluating, and reporting these developments to management as required.
  • Identifying and meeting management information requirements for measuring legal risk exposure, performance (both of internal and external legal resources), and productivity.
  • Managing and controlling external legal resources in terms of cost and performance, acting as liaison between banking personnel and external legal advisors as appropriate.
  • Assisting in the management of the legal budgets for the Kenya business.
  • Contributing to the development of the Bank strategy through the identification of legal risk.
  • Providing education, training, and support to the business on relevant legal risk issues and developments as appropriate.
  • Providing legal support to the Corporate Banking division on transactions including structuring deals and documentation of syndicated lending, structured finance, corporate lending, perfection of securities, and loan recoveries.
  • Providing legal support to the Consumer Banking division in product development and documentation, as well as lending and loan recoveries.
  • Providing legal support to the Sourcing and Operations departments in all aspects requiring legal advice and contractual documentation.
  • Working closely with and supporting the Compliance department to ensure compliance with bank policies and country laws and regulations, including Anti-Bribery and Corruption, Know Your Customer, Anti-Money Laundering and Sanctions policies, and Banking laws and Prudential Regulations.
  • Representing the bank in engagements with regulators: Central Bank of Kenya, Capital Markets Authority, and Retirement Benefits Authority.
  • Representing the bank at the Legal and Compliance Committee of the Kenya Bankers Association.

Company Secretary and Legal Affairs Manager

Uchumi Supermarkets Limited
06.2005 - 03.2007
  • Internal legal lead in the successful rights issue that raised KShs 1.2 billion and provided the company with much-needed funding.
  • Successfully led negotiations with numerous suppliers to reach settlements that forestalled the liquidation of the company and led to lifting the company out of receivership.
  • Leading and advising the Company on all legal matters.
  • Drafting, negotiating and vetting contracts on behalf of the Company to protect its interests.
  • Organizing and administering Board meetings and Board Committee meetings and recording proceedings thereof.
  • Advising the Board and Management on corporate governance issues.
  • Ensuring the Company’s compliance with statutory and regulatory requirements to avoid legal penalties.
  • Liaising with external legal counsel to ensure effective representation for the company.
  • Arranging insurance covers for the Company’s assets.
  • Protecting the intellectual property of the company.
  • Liaising with various departments and stakeholders to improve the business of the company.
  • Handling investor relations and communication with the public through the media.
  • Developing working relations with internal departments to facilitate the synthesis of optimum solutions to problems and business needs.
  • Legal counseling and proactive advice to mitigate legal risks and avoid litigation.

Senior Associate, Head of the Litigation Department

Mathenge & Muchemi Advocates
01.2000 - 06.2005
  • Supervised ten professional and clerical staff, honing team-building and management skills.
  • Managed client care and satisfaction through honest, fair, and reasonable dealings.
  • Oversaw client case management, ensuring professional, timely, and cost-effective service.
  • Negotiated, structured, and drafted commercial contracts, and advised on complex commercial transactions.
  • Advised clients on business models (companies, partnerships, joint ventures) and corporate/company secretarial matters.
  • Conducted debt recoveries for banks and other corporate clients.
  • Drafted bank securities including charges, mortgages, and guarantees.
  • Realised bank securities through enforcement and recovery processes.
  • Handled conveyancing matters, drafting leases, transfers, assignments, and effecting registration.
  • Prosecuted and defended insurance claims on behalf of insurance companies.
  • Managed probate and administration matters for estates.
  • Drafted court pleadings and legal opinions, providing clear guidance to clients and courts.
  • Conducted litigation trials at all levels of the judicial system.
  • Performed legal research in banking, corporate & commercial law, labour law, insurance, and probate.
  • Authored and presented legal opinions, enhancing presentation, communication, and analytical skills.
  • Led business development, marketing, and networking initiatives, strengthening interpersonal relationships.
  • Supervised the litigation department, developing strong organizational capabilities.
  • Mentored future lawyers through pupillage training, fostering leadership and teaching.
  • Developed and maintained a client database, achieving a 90% client retention rate.

Legal Officer, Deputy Manager, Credit Control Department

Trust Bank Limited
12.1997 - 12.1999
  • Managed legal and credit functions, through which I developed excellent organizational skills and acquired deep competence in legal and commercial matters.
  • Advised and instructed staff on legal issues arising from the bank’s operations.
  • Attended managers’ meetings as part of the management team and recorded the proceedings thereof.
  • Approved security and other commercial documents prepared by the bank’s external advocates.
  • Drafted security documents and other commercial agreements.
  • Monitored compliance with the bank’s credit policy and securities policy.
  • Ensured proper execution of the bank’s security documents.
  • Liaised with branches and external advocates on perfection, realization of securities, and litigation.
  • Conducted debt recoveries by realization of securities.
  • Instituted receiverships and filed legal suits.
  • Provided legal advice and opinions on general or specific matters from any department of the bank.
  • Appraised credit facility proposals, including overdrafts, loans, letters of credit, and bank guarantees.
  • Monitored the lending portfolio and managed debt restructuring.
  • Prepared Central Bank of Kenya returns.
  • Performed Board functions, becoming highly conversant with corporate governance and interacting with senior leaders.
  • Organized and coordinated Board of Directors meetings.
  • Recorded Board meetings and proceedings.
  • Served as liaison between the Board and the Chief Executive and management.
  • Ensured proper and timely distribution of Board papers and records.
  • Advised individual directors and managers on legal issues related to their responsibilities.

Advocate

Mathenge & Muchemi Advocates
07.1996 - 12.1997

Pupil

Ndungu, Njoroge and Kwach Advocates
09.1995 - 04.1996

Legal Clerk

Gichuru Mathenge and Co. Advocates
03.1993 - 09.1993

Legal Clerk

G. M. Muhoro Advocates
09.1991 - 04.1992

Clearing and Forwarding Clerk

Nairobi Conveyors Limited
03.1990 - 10.1990

Education

Master of Business Administration - Finance and Strategic Management

University of Nairobi
Nairobi
12.2007

Diploma in Legal Studies -

Kenya School of Law
Nairobi
09.1996

Bachelor of Laws -

University of Nairobi
Nairobi
12.1995

Skills

  • Legal advisory and legal risk management
  • Legal and Regulatory Compliance (AML/CTF, Anti-Bribery Laws)
  • Contract drafting, review and negotiation
  • Commercial Litigation and alternative dispute resolution
  • Corporate and Commercial Law
  • Employment and Labour Law
  • Banking and Financial Services Law
  • Land law and Conveyancing
  • Intellectual Property Law
  • Capital Markets
  • Mergers and Acquisitions
  • Data Privacy
  • Consumer Protection
  • Competition Law
  • Corporate Governance
  • Executive Management
  • Communication skills
  • Interpersonal skills
  • Negotiation skills
  • Problem solving
  • Coaching
  • Mentoring and people development
  • People Management
  • Strategic Leadership
  • Stakeholder Management

Accomplishments

Key Achievements


Awarded Company Secretary of the Year

  • Recognized by the Institute of Certified Public Secretaries of Kenya (ICPSK) for outstanding governance leadership at NCBA Group (2023).


Led Legal Aspects of Uchumi Supermarkets' Turnaround

  • Led the legal aspect of a KES 1.2 billion rights issue that pulled Uchumi out of receivership and returned it to stable operations.


Led Legal Aspects of East Africa’s Largest Bank Merger

  • As Head of Legal at NIC / Deputy Group Company Secretary, I steered the legal aspect of the USD 4.5 billion NIC-CBA merger, creating NCBA Group—the region’s third-largest bank.


Structured High-Value Syndicated Lending

  • Developed LMA-standard governance frameworks and documentation that unlocked multi-million-dollar syndicated facilities for major corporate clients.


Negotiated Major Cost Savings

  • Personally managed complex dispute resolutions and settlements that delivered a 30–40% reduction in external legal fees, saving institutions tens of millions in costs.


Built Award-Winning In-House Legal Teams

  • Led a 20+-member legal function at NCBA that was named “Top In-House Legal Department” by the Law Society of Kenya (Nairobi Branch, 2023).


Pioneered New Banking & Finance Products

  • At Barclays Kenya, I designed and launched legal frameworks and documentation for Islamic banking lending products, asset leasing, asset acquisition financing, lending in the oil & gas sector, and lending to independent power producers—structuring transactions in excess of KES 1 billion each.


Advised on Regulatory Policy

  • Our work at Kenya Bankers Association on mediation of commercial disputes inspired the development of the legal framework for court-annexed mediation.
  • To make lending more accessible, we worked with the Ministry of Finance to write a paper that formed the basis for the Movable Property Security Rights Act.


Turned Crisis into Best Practice

  • Gained firsthand crisis management experience during the Trust Bank collapse, leading to lifelong expertise in risk frameworks and boardroom discipline.

Languages

English
Bilingual or Proficient (C2)
Kiswahili
Bilingual or Proficient (C2)

Timeline

Director, Legal

Equity Bank Kenya Limited
04.2024 - Current

Group Company Secretary and Head of Legal

NCBA Group PLC
10.2019 - 12.2023

Deputy Group Company Secretary and Head of Legal and Compliance

NIC Bank Kenya PLC
12.2016 - 09.2019

Head of Legal & Secretarial Services

Barclays Bank of Kenya Limited
10.2014 - 11.2016

Legal Counsel

Barclays Bank of Kenya Limited
04.2007 - 10.2014

Company Secretary and Legal Affairs Manager

Uchumi Supermarkets Limited
06.2005 - 03.2007

Senior Associate, Head of the Litigation Department

Mathenge & Muchemi Advocates
01.2000 - 06.2005

Legal Officer, Deputy Manager, Credit Control Department

Trust Bank Limited
12.1997 - 12.1999

Advocate

Mathenge & Muchemi Advocates
07.1996 - 12.1997

Pupil

Ndungu, Njoroge and Kwach Advocates
09.1995 - 04.1996

Legal Clerk

Gichuru Mathenge and Co. Advocates
03.1993 - 09.1993

Legal Clerk

G. M. Muhoro Advocates
09.1991 - 04.1992

Clearing and Forwarding Clerk

Nairobi Conveyors Limited
03.1990 - 10.1990

Master of Business Administration - Finance and Strategic Management

University of Nairobi

Diploma in Legal Studies -

Kenya School of Law

Bachelor of Laws -

University of Nairobi

Certification

  • 2024 – Successfully completed the Mediation Training Institute’s mediation course; certified as a Certified Professional Mediator
  • 2024 – Successfully completed Moody’s training courses on Foundations of Banking and Credit and Elevating Customer Experience
  • 2022 – Successfully completed the Fast Forward Leadership Programme by Sunwords (led by Sunny Bindra)
  • 2017 – Successfully completed the Trustee Development Program Kenya by the College of Insurance
  • 2017 – Successfully completed the NIC Trailblaze Leadership Development Program
  • 2013 – Participated in the Advanced Loan Market Association Documentation training for Barclays Bank Legal Counsel
  • 2012 – Successfully completed the Relationship Management Training Course by the CIAR Management Institute
  • 2012 – Graduated from the Barclays Corporate Lending Academy
  • 2011 – Graduated from the Barclays Sourcing Academy
  • 2008 – Successfully completed The 7 Habits of Highly Effective People program by the Franklin Covey Company
  • 2001 – Completed the entry course for the Chartered Institute of Arbitrators
  • 1998 – Completed the Advanced Banking Course at the Kenya School of Monetary Studies
  • 1996 – Certified Public Accountant Part I, Section Two
  • 1994 – Certified Public Accountant Part I, Section One

Personal Information

  • Gender: Male
  • Nationality: Kenyan

Hobbies and Interests

  • Hiking
  • Golf
  • Tae Kwon Do
  • Reading professional publications and business and management books and novels
  • International and local current affairs
  • Meeting people

Activities

  • Chairman of the Legal & Compliance Committee, Kenya Bankers Association, 01/01/12, 12/31/16
  • Chairman of the Council, Institute of Certified Public Secretaries of Kenya (ICPSK), 05/01/19, 05/01/21
  • Vice Chairman of the Council, ICPSK, 05/01/18, 05/01/19
  • Council member, ICPSK, 05/01/14, 05/01/18
  • Chairman of the Professional Development, Innovations and Standards Committee, ICPSK, 01/01/14, 12/31/16

Professional Qualifications and Memberships

Legal Admissions & Certifications

  • Advocate of the High Court of Kenya
  • Commissioner for Oaths
  • Notary Public


Corporate Governance & Secretarial

  • Certified Public Secretary (CPS), Kenya
  • Fellow, Institute of Certified Public Secretaries of Kenya (ICPSK)


Professional Memberships

  • Member, Law Society of Kenya


Alternative Dispute Resolution

  • Certified Professional Mediator (Mediation Training Institute)

Professional and Industry Activities

  • Chairman, Legal & Compliance Committee, Kenya Bankers Association (January 2012 – December 2016)
  • Chairman, Council, Institute of Certified Public Secretaries of Kenya (ICPSK) (May 2019 – May 2021)
  • Vice Chairman, Council, ICPSK (May 2018 – May 2019)
  • Council Member, ICPSK (May 2014 – May 2018)
  • Chairman, Professional Development, Innovations & Standards Committee, ICPSK (January 2014 – December 2016)

Civic Responsibilities

  • Chairman, School Management Committee, Hospital Hill Primary School, Nairobi (January 2011 – December 2012)
  • Member, School Management Committee, Hospital Hill Primary School, Nairobi (January 2009 – December 2011)
  • Chairman, Board of Trustees, NCBA Group PLC Staff Provident Fund (September 2021 – December 2023)
  • Member (later Vice Chairman), Justice, Peace and Reconciliation Committee, PCEA Loresho Community Church (January 2012 – December 2018)
  • Member and Vice Chairman, Presbyterian Men’s Fellowship, PCEA Loresho Community Church (January 2012 – December 2018)

Personal Information

  • Gender: Male
  • Nationality: Kenyan

Hobbies and Interests

  • Hiking
  • Golf
  • Tae Kwon Do
  • Reading professional publications and business and management books and novels
  • International and local current affairs
  • Meeting people

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Waweru Mathenge