Dr Ezekiel Mutua. He has been ordered to pay Sh27 million.
On May 9, 2025, a public notice in the Daily Nation announced the termination of Dr Ezekiel Mutua's contract as chief executive officer of the Music Copyright Society of Kenya (MCSK).
Dr Mutua, in an immediate rejoinder, dismissed the notice as “false claims”.
The announcement exposed a nasty boardroom war between two factions of MCSK fighting for control of the musicians’ royalties, which is a cash cow. The society collects an average of Sh200 million annually.
Mr Lazarus Muli, who signed the public notice, leads one faction. On the other hand, Mr Ephantus Wahome, who issued a statement refuting Dr Mutua’s firing, leads the other.
Both Mr Muli, a gospel singer and a long-time director of MCSK, and Mr Wahome claim to be the chairman of MCSK.
In a public notice signed by Mr Muli on behalf of the “board”, he accused Dr Mutua of refusing to surrender MCSK's Toyota Prado TX procured on a loan and all official social media accounts’ credentials.
In a rebuttal, Mr Wahome claimed the “fake dismissal notice” was a smear campaign stemming from a disputed Sh200 million payout to former directors, which Dr Mutua refused to authorise.
In the early days of Dr Mutua’s appointment, he and Mr Muli had good relations as they appeared together at several MCSK public functions.
Now Mr Muli claims that the move by the board to terminate Dr Mutua's contract was triggered by his alleged insubordination of the board.
"I am the chairman of the board. I signed his contract and his letter of appointment. After joining us, Mr Mutua became high-handed and stubborn. On several occasions, he disregarded the separation of powers and undermined the appointing authority — the board," Mr Muli told the Daily Nation.
Dr Mutua was appointed MCSK chief executive officer on March 25, 2022, for a four-year contract term, subject to renewal based on performance. His monthly salary is Sh742,500, documents obtained by Daily Nation show.
Paid leave
Dr Mutua, Mr Muli and Mr Peter Enyenze, MCSK’s operations manager, signed the contract. The CEO was also entitled to a monthly telephone allowance of Sh15,000, an annual leave allowance of Sh133,650 and a gratuity of Sh7,128,000 payable at the end of the four-year contract period.
Dr Mutua’s refusal to proceed on paid leave and backing an attempt by some MCSK officials to initiate changes in the company’s directorship is what triggered the fallout.
On February 15, 2024, MCSK members held an Extraordinary General Meeting at Maanzoni Lodge in Machakos. It was resolved that the current directors should retire and the election of new ones be conducted on April 15, 2024.
Music Copyright Society of Kenya CEO Ezekiel Mutua (center) with Kenyan artists during royalties’ distribution to artists in the first scientific calculated pay out based on audio-visual play and logs from the various media stations at Safari Park Hotel in Nairobi on January 25, 2024.
However, the court suspended the elections after some MCSK members who were disgruntled by the nomination process filed two cases at the High Court in Nairobi and Nakuru. After the determination of the cases, a new election date was set on August 28, 2024.
Again, the election did not take place after one of the members, Victor Wangila Wambeo, obtained court orders suspending the polls. He challenged the MCSK election committee’s decision to disqualify him from contesting the position of director, Nairobi region.
During the same period, some MCSK members and officials conducted an Extraordinary General Meeting on August 6, 2024, during which caretaker directors were chosen. On August 14, 2024, records at the Business Registration Service listed new MCSK directors as Victor Wangila Wambeo, Bramwel Nabwela Barasa, Peter Siku Karisa, Florence Munanye, Ephantus Wahome Kamau, Pamela Mayeku Binale, Tom Mboya Kodiyo, George Maina Wahome and Colnerious Macharia Gichuke. Jasper Odhiambo Lubeto is the Company Secretary.
“These were disgruntled members who purported to conduct an Extraordinary General Meeting and appointed themselves as caretaker directors. If anything, this was against our memorandum of association as a general assembly is held after elections. How could they have possibly been new directors without elections which had been suspended by the court?” Mr Muli posed.
On August 16, 2024, the Muli-led faction wrote to the Business Registration Service, accusing the Registrar of Companies of colluding with the disgruntled MCSK members to initiate the change of directorship despite having written to the registrar on August 9, 2024, cautioning against the impending move.
“We now write to complain against the developments and to ask you to correct the records. For avoidance of doubt, the High Court issued an order suspending the election which was scheduled to take place on August 28, 2024. As such, we are instructed that the lawful directors are those who were on the records as at August 13, 2024,” read part of the letter by lawyers of the Muli-led action.
According to the registrar’s records before the amendments, Lazarus Muli, Simon Kariuki Nderitu, Paul Maina Mwangi, Joseph Shisia Wasira, James Likembe Milulu, Japheth Kilonzo Kasanga, Desmond Katana Harrison were listed as directors and Hezekiel Oira as Company Secretary.
On August 16, 2024, High Court Judge John Chigiti ordered the new officials not to assume directorship, leadership or management of the MCSK or transact any business on behalf of the company.
On December 8, 2024, Justice Njoki Mwangi extended Justice Chigiti’s orders, as well as suspending any implementation of the resolution of the caretaker board of directors or transacting any business for or on behalf of MCSK pending determination of the case.
In a letter dated April 28, 2025 the registrar noted that there could have been irregularities in the appointment of the caretaker directors on August 6, 2024 during the Extraordinary General Meeting, after evidence emerged that some recorded participants of the said meeting were deceased. There were also sworn affidavits of several members who denied attending the meeting despite being recorded as having been present.
Dr Ezekiel Mutua gestures during a past interview.
The registrar also noted that on December 10, 2024 the registry had sought clarification under which basis the August 6, 2024 Extraordinary General Meeting was convened but didn’t get any response.
While the fight for control intensified among the MCSK members, the Muli-led faction accused Dr Mutua of taking sides by embracing the barred caretaker board of directors.
Mr Muli accused Dr Mutua and Mr Wahome of misleading the public that Dr Mutua is still the MCSK chief executive officer by using the society’s official social media accounts that he has refused to surrender.
“He also opened a new account at Equity Bank and a new Safaricom Pay Bill after we had him removed as a signatory to all MCSK accounts. Together with the caretaker directors, they have also engaged Techsavanna Company Limited to create a new licensing system to divert the collection of royalties. We have written to Equity Bank, the Director of Criminal Investigations, Safaricom, and the Communication Authority of Kenya, notifying them of the matter,” Mr Muli claimed.
Defamation
When Nation sought clarification from Dr Mutua, he did not pick our calls. However, he responded with a WhatsApp text message, accusing the Nation of defamation.
“Your newspaper has defamed me. We have instructed our lawyers to take up the matter. I can't comment any further,” he wrote.
Dr Mutua is also accused of failing to go on leave for the three years he has been in office.
In a communication dated March 10, 2025, signed by Mr Muli on behalf of the board, Dr Mutua was directed to proceed on an annual leave and was expected to be back on July 24, 2025.
"The board of MCSK has noted that March 25, 2025, shall mark the third anniversary of your employment contract, during which you did not take any annual leave days. With effect from March 10, 2025, you shall proceed on your paid annual leave. Kindly note that all your paid leave days total 75 days, and an additional 21 compassionate leave days, totalling 96 paid leave days. Make arrangements to hand over any company assets in your possession," read part of the letter.
On March 11, 2025, Dr Mutua responded, requesting a reconsideration of the directive.
"This decision has taken me by surprise, especially considering the current crisis our company is facing. Last week, we lost critical court orders that MCSK relied on for revenue collection... Moreover, we are facing an urgent threat of action due to the unfavourable outcome of our case against two former CEOs and the subsequent failure to meet our statutory obligation. This includes a pressing situation with the Kenya Revenue Authority, which issued a notice last month to freeze our accounts. Additionally, we have not been able to pay our agents their monthly commission, and our other staff have not received their salaries since December. Given these circumstances, I believe that asking me to proceed on leave, especially when I have not requested it, could hinder our ability to navigate these pressing issues effectively," read part of Dr Mutua's response.
He said that he had plans to take his annual leave days this month "after we have resolved the operational challenges facing the company".
On April 3, 2025, the board sent Dr Mutua a termination letter after he failed to appear before a disciplinary committee for alleged misconduct and insubordination.
“In view of the seriousness of the matter and the charges levelled against you, the decision has been made to terminate your employment by reason of your gross misconduct. You failed, ignored and/or refused to respond to the notice to show cause letter issued to you on 01 April 2025. And you failed to attend the disciplinary hearing to respond to the charges levelled against you for conduct and actions warranting disciplinary proceedings. Your final payment of salary shall be made on 30th April, 2025. You have the right to appeal, and the above may be revoked or varied if your appeal is successful,” read part of the letter.
