Section 721 of The Companies Act No. 17 of 2015: Appointment of auditors of public company: general
(1) A public company is required to have an auditor or auditors for each financial year of the company, unless the directors reasonably resolve otherwise on the ground that an audited financial statement is unlikely to be required for a particular financial year.
(2) For each financial year for which an auditor or auditors is, or are to be appointed, other than the company's first financial year, a public company shall ensure that the appointment is made before the end of the general meeting at which the company's annual financial statement for the previous financial year is presented.
(3) The directors of a public company may appoint an auditor or auditors of the company—
(a) at any time before the general meeting at which the company's first financial statement is presented;
(b) following a period during which the company, being exempt from audit, did not have any auditor, at any time before the next general meeting at which the company's annual financial statement is to be presented; or
(c) to fill a casual vacancy in the office of auditor, but while any such vacancy continues, the surviving or continuing auditor or auditors, if any, may act:
Provided that the company shall, at the general meeting, remove any such auditor and appoint in their place an auditor or auditors as provided for under subsection (4).
(4) The members shall appoint an auditor or auditors by ordinary resolution—
(a) at a general meeting at which the company's annual financial statement is presented;
(b) if the company should have appointed an auditor or auditors at such a meeting but did not do so;
(c) deleted by Act No. 18 of 2018, sch.
(5) An auditor or auditors of a public company may be appointed only in accordance with this section or section 722.
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- Section 722 - Appointment of auditors of public company: default power of the Cabinet Secretary
(1) If an auditor or auditors have not been appointed for a public company within the period for appointing auditors, the company shall, within seven days after the end of that period, notify the...
- Section 723 - Term of office of auditors of public company
(1) The auditor or auditors of a public company hold office in accordance withthe terms of their appointment, subject to the requirements that—
(a) they do not take office until the previous auditor...
- Section 724 - Fixing of auditor’s remuneration
(1) If an auditor is appointed by the members of a company, the membersshall fix the auditor’s remuneration, either by ordinary resolution or in such as the members may, by ordinary resolution,...
- Section 725 - Company to disclose terms of audit appointment
(1) A company shall disclose the terms on which the company’s auditor is appointed, remunerated or is required to carry out his or her responsibilities.
(2) In making a disclosure under subsection...
- Section 726 - Regulations to provide for safeguarding disclosure of nature of services provided by company’s auditor
The Cabinet Secretary shall ensure that the regulations provide for safeguarding the disclosure of the nature of any services provided for a company by the company’s auditor, whether in the auditor’s...
- Section 727 - Auditor’s report on annual financial statement of company
(1) An auditor shall make a report to the members of the company on all annualfinancial statements of the company of which copies are, during the auditor’s tenure of office—
(a) in the case of a...
- Section 728 - Auditor's report on directors' report
The auditor shall state in the auditor’s report on the company’s annual financial statement whether in the auditor’s opinion the information given in the directors’ report for the financial year for...
- Section 729 - Auditor’s report on auditable part of directors’ remuneration report
(1) In reporting on the annual financial statement of a quoted company, theauditor shall—
(a) report to the company’s members on the auditable part of the directors’ remuneration report;...
- Section 730 - Responsibilities of auditor
(1) In reporting on the annual financial statement of a company, the company’s auditor shall carry out such investigations as will enable the auditor to form an opinion—
(a) whether adequate...
- Section 731 - Auditor's right to information
(1) An auditor of a company—
(a) has a right of access at all times to the company's accounting records and financial statements, in whatever form they are held; and
(b) may require any of the...
- Section 732 - Auditor's right to information from foreign subsidiaries
(1) If a parent company has a subsidiary undertaking that is not a body corporate incorporated in Kenya, the auditor of the parent company may require it to obtain information or explanations for the...
- Section 733 - Auditor's rights to information: offences
(1) A person who makes a statement, whether oral or written containing information or explanations that the auditor requires, or is entitled to require, under section 731—
(a) knowing that the...
- Section 734 - Auditor's rights in relation to resolutions and meetings
(1) In relation to a written resolution proposed to be agreed to by a privatecompany, the company’s auditor is entitled to receive all such communications relating to the resolution as are required to...
- Section 735 - Auditor to sign and date auditor’s report
(1) Subject to subsection (2), an auditor shall—
(a) sign and date the auditor's report; and
(b) ensure that the auditor's name is prominently displayed in the report.
(2) If the auditor is a firm,...
- Section 736 - Name of auditor to be stated in published copies of auditor’s report
(1) A company shall not publish a copy of an auditor’s report that relates to thecompany unless the copy—
(a) state the name of the auditor and, if the auditor is a firm, the name of the person who...
- Section 737 - Circumstances in which auditors’ names may be omitted from published copies of auditors' report
(1) The auditor’s name and, if the auditor is a firm, the name of the person whosigned the report as senior statutory auditor, may be omitted from—
(a) published copies of the report; and
(b) the...
- Section 738 - Offences in connection with auditor's report
(1) This section applies—
(a) if the auditor is a natural person — to that person and any employee or agent of that person who is eligible for appointment as auditor of the company; and
(b) if the...
- Section 739 - Resolution removing auditor from office
(1) The members of a company may remove an auditor from office at any time.
(2) The power to remove an auditor under subsection (1) is exercisable only(a) by ordinary resolution at a meeting; and...
- Section 740 - Special notice required for resolution removing auditor from office
(1) Special notice is required for a resolution at a general meeting of a company removing an auditor from office.
(2) On receipt of notice of such an intended resolution, the company shall...
- Section 741 - Notice of resolution removing auditor from office
(1) Within fourteen days after a resolution is passed in accordance with section739, the company shall lodge a copy of the resolution with the Registrar for registration.
(2) If a company fails to...
- Section 742 - Rights of auditor who has been removed from office
A person who has been removed from office as auditor by resolution under 739 has the same rights in relation to a general meeting of the company— (a) at which the person's term of office would...
- Section 743 - Failure to re-appoint auditor: special procedure required for written resolution
(1) In this section, “outgoing auditor”, in relation to a private company, means the auditor of the company whose term of office ended, or is to end, at the end of the period for appointing...
- Section 744 - Failure to re-appoint auditor: special notice required for resolution at general meeting
(1) In this section, “outgoing auditor”—
(a) in relation to a private company—means the auditor of the company whose term of office ended, or is to end, at the end of the period for appointing...
- Section 745 - Resignation of auditor
(1) An auditor of a company may resign from office by lodging a notice to thateffect at the registered office of the company.
(2) The notice is not effective unless it is accompanied by the...
- Section 746 - Notice to Registrar of resignation of auditor
(1) Within fourteen days after an auditor of a company has resigned, the company shall lodge with the Registrar for registration a copy of the notice of resignation.
(2) If a company fails to lodge...
- Section 747 - Rights of resigning auditor
(1) This section applies if an auditor’s notice of resignation is accompanied by a statement of the circumstances connected with the resignation.
(2) A resigning auditor may deposit with the notice...
- Section 748 - Statement by auditor on ceasing to hold office to be lodged with company
(1) If an auditor of an unquoted company ceases for any reason to hold office, the auditor shall lodge at the registered office of the company a statement of the circumstances connected with the...
- Section 749 - Company’s duties in relation to statement
(1) This section applies in respect of a statement lodged under section 748 that states the circumstances in which an auditor of a company ceased to hold office.
(2) Within fourteen days after the...
- Section 750 - Auditor to lodge copy of statement with Registrar
(1) Unless within twenty-one days from and including the day on which the auditor lodged a statement in accordance with section 748 the auditor receives notice of an application to the Court under...
- Section 751 - Duty of auditor to notify appropriate audit authority
(1) An auditor who ceases to hold office before the end of the term for which the auditor was appointed shall notify the appropriate audit authority.
(2) The auditor shall state in the notice that...
- Section 752 - Duty of company to notify appropriate audit authority if auditor ceases to hold office before end of auditor’s term
(1) If an auditor ceases to hold office before the end of the auditor’s term of office, the company shall notify the appropriate audit authority of that fact.
(2) The company shall include in the...
- Section 753 - Appropriate audit authority to notify prescribed account body of cessation of auditor’s appointment
(1) As soon as practicable after receiving a notice under section 751 or 752,the appropriate audit authority—
(a) shall inform the Cabinet Secretary and the Institute of Certified Public Accountants...
- Section 754 - Meaning of “appropriate audit authority” for purpose of this Division
In this Division, “appropriate audit authority” means such body as is designated by the regulations as the appropriate audit authority for the purposes of this Division.
- Section 755 - Effect of casual vacancies
In an auditor of a company ceases to hold office for any reason, any surviving or continuing auditor or auditors may continue to act in relation to the company.
- Section 756 - Members’ power to request website publication of audit concerns
(1) If members of a quoted company propose to raise at the next general meeting of the company at which a financial statement of the company is to be presented a matter relating to—
(a) the audit of...
- Section 757 - Requirements as to website availability
(1) A quoted company to which a request under section 756 is made shall make the information to be published for the purposes of that section available on a website that—
(a) is maintained by or on...
- Section 758 - Website publication: company’s supplementary duties
(1) A quoted company shall, in the notice that it gives of its financial statementmeeting, draw attention to—
(a) the possibility of a statement being placed on a website in accordance with requests...
- Section 759 - Website publication: offences
(1) If a quoted company fails to comply with a requirement of section 757(1) or(3) or 758(1) or (3), the company, and each officer of the company who is in default, commit an offence and on conviction...
- Section 760 - Meaning of “quoted company” for purposes of sections 757 to 760
A company is a quoted company for the purposes of this Division only if it is a quoted company for the purpose of section 627 in relation to the financial year for which a financial statement of the...
- Section 761 - Provisions protecting auditors from liability to be void
(1) This section applies to any provision—
(a) for exempting an auditor of a company, to any extent, from liability that would otherwise be incurred by the auditor in connection with any negligence,...
- Section 762 - Indemnity for costs of successfully defending proceedings
Section 761 does not prevent a company from indemnifying an auditor against liability incurred in defending proceedings, whether civil or criminal, in which judgement is given in the auditor’s favour...
- Section 763 - Power of Court to grant relief in certain cases
(1) This section applies to the following persons—
(a) an officer of a company;
(b) a person employed by a company as an auditor. (whether or not the person is an officer of the company).
(2) If,...
- Section 764 - Liability limitation agreements
(1) For the purposes of this Division, an agreement is a liability limitationagreement if it purports to limit the extent of a liability owed to a company by its auditor in respect of any negligence,...
- Section 765 - Terms of liability limitation agreement
(1) A liability limitation agreement is not effective if it—
(a) purports to apply in respect of acts or omissions occurring in the course of the audit of financial statements for more than one...
- Section 766 - Authorisation of agreement by members of the company
(1) A liability limitation agreement is authorised by the members of the company only if it has been authorised under this section and that authorisation has not been withdrawn.
(2) A private company...
- Section 767 - Effect of liability limitation agreement
(1) A liability limitation agreement is not effective to limit the auditor’s liability toless than such amount as is fair and reasonable having regard to—
(a) the auditor's responsibilities under...
- Section 768 - Company to disclose liability limitation agreement
(1) A company that has entered into a limited liability agreement shall disclosedetails of the agreement—
(a) in the case of a company that prepares an individual financial statement—in notes to the...
- Section 769 - Quoted Companies: audit committee
(1) The directors of a quoted company shall ensure that the company has anaudit committee appointed by the shareholders of a size and capability appropriate for the business conducted by the...
- Section 770 - Quoted companies: corporate governance
(1) The audit committee of a quoted company shall—
(a) set out the corporate governance principles that are appropriate for the nature and scope of the company's business;
(b) establish policies and...
- Section 771 - Purpose of Part XXVIII
The purpose of this Part is to ensure—
(a) persons who are properly supervised and appropriately qualified are appointed as statutory auditors; and
(b) that audits by persons so appointed are...