Section 761 of The Companies Act No. 17 of 2015: 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, default, breach of duty or breach of trust in relation to the company occurring when auditing the company's financial statement; or
(b) by which a company directly or indirectly provides an indemnity, to any extent, for an auditor of the company, or of an associated company, against any liability incurred by the auditor in connection with any negligence, default, breach of duty or breach of trust in relation to the company whose financial statement the auditor is or has been auditing.
(2) A provision of a kind referred to in subsection (1) is void, except as permitted by—
(a) section 762 (indemnity for costs of successfully defending proceedings); or
(b) sections 764 to 766 (liability limitation agreements).
(3) This section applies to any provision, whether contained in a company's articles or in any contract with the company or otherwise.
(4) For the purposes of this section, companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.
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- 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...
- Section 772 - Eligibility for appointment as a statutory auditor
A natural person or firm is eligible for appointment as an auditor only if the person, or each partners of the firm—
(a) is the holder of a practicing certificate issued under section 21 of the...
- Section 773 - Ineligible person prohibited from acting as a statutory auditor
(1) A person shall not act as a statutory auditor of a company, or of a body of a kind prescribed by the regulations for the purposes of this section, unless the person is eligible for appointment as...
- Section 774 - Statutory auditor to be independent
(1) A person may not act as statutory auditor of an audited company if the person is—
(a) an officer or employee of the audited company;
(b) a partner or employee of the audited company, or a...
- Section 775 - Effect of lack of independence of statutory auditor
(1) If, at any time during the statutory auditor’s term of office, the auditor becomes prohibited from acting as such by section 774(1), the auditor shall immediately—
(a) resign from office;...
- Section 776 - Effect of appointment of a partnership as statutory auditor
(1) If a partnership is appointed as statutory auditor of an audited person, the appointment is, unless a contrary intention appears, an appointment of the partnership as such and not of the...
- Section 777 - Appropriate qualifications for appointment as a statutory auditor
A person holds an appropriate qualification for the purposes of this Part if the person holds a practising certificate issued under section 21 of the Accountants Act (No. 15 of 2008).
- Section 778 - Power of Cabinet Secretary to recognise qualifications of foreign auditors for purposes of this Act
(1) The Cabinet Secretary may, on the recommendation of the Institute of Certified Public Accountants of Kenya, by notice published in the Gazette, declare that persons of the following classes are to...
- Section 779 - Cabinet Secretary’s power to require eligible person to provide certain information
(1) The Cabinet Secretary may, by notice, require a person eligible forappointment as a statutory auditor to provide such information as that Secretary may reasonably require for the purposes of this...
- Section 780 - Application to Court by company member for order under section 796
(1) A member of a company may apply to the Court by application for an order under section 782 on the ground—
(a) that the company's affairs are being or have been conducted in a manner that is...
- Section 781 - Application to Court by Attorney General for order under section 783
(1) This section applies to a company in respect of which—
(a) the Attorney General has received an inspector's report under Part XXX;
(b) the Attorney General has exercised the powers under section...
- Section 782 - Power of Court to make orders for protection of members against oppressive conduct and unfair prejudice
(1) If, on the hearing of an application made in relation to a company undersection 780 or 781, the Court finds the grounds on which the application is made to be substantiated, it may make such...
- Section 783 - Copy of order affecting company’s constitution to be lodged with Registrar
(1) If an order of the Court made under section 782—
(a) alters the company's constitution; or
(b) authorises or directs the company to make any, or any specified, alterations to its constitution,...
- Section 784 - Supplementary provisions applicable if company’s constitution altered
(1) This section applies to an order made by the Court under section 782 that alters a company’s constitution.
(2) If the order amends—(a) a company's articles; or
(b) any resolution or agreement to...
- Section 785 - Interpretation: Part XXX
(1) In this Part—
(a) a reference to an officer or agent includes a former officer or agent;
(b) "agent", in relation to a company or other body corporate, includes a banker or advocate of the...
- Section 786 - Investigation of company’s affairs on application of members
(1) The Court may appoint one or more competent inspectors to investigatethe affairs of a company and to report on those affairs in such manner as the Court directs—
(a) in the case of a company...
- Section 787 - Investigation of company's affairs in other cases
(1) The Court shall appoint one or more competent inspectors to investigate the affairs of a company and to report on those affairs in such manner as the Court directs if the company by special...
- Section 788 - Power of inspectors to carry investigation into affairs of related companies
An inspector appointed to investigate the affairs of a company may also investigate the affairs of another body corporate that is related to the company if the inspector considers that the results of...
- Section 789 - General powers of Court to give directions to inspector
(1) In conducting an investigation under this Division, an inspector shall comply with any direction given by the Court under this section.
(2) The Court may give an inspector appointed under section...
- Section 790 - Power of Court to direct conduct of investigation under this Division to be terminated
(1) The Court may direct an inspector appointed under section 786 and 787(1) to take no further action in conducting the investigation if—
(a) matters have come to light in the course of the...
- Section 791 - Resignation and revocation of appointment of inspector appointed by the Court
(1) An inspector appointed under section 786 or 787 may resign by notice givento the Court.
(2) The Court may revoke the appointment of an inspector by notice given to the inspector.
- Section 792 - Power of Court to appoint replacement inspector
(1) If an inspector appointed by the Court to conduct an investigation resigns ordies, or the inspector’s appointment is revoked by the Court, the Court may appoint an inspector to continue the...
- Section 793 - Production of documents and evidence to inspector appointed by the Court
(1) Every officer and agent of a company in relation to which an inspector has been appointed under section 786 or 787 and, if the investigation extends to a body corporate related to the company,...
- Section 794 - Obstruction of inspectors appointed by Court to be contempt of Court
(1) If an officer or agent of the company or other body corporate—
(a) refuses to produce to an inspector a document that the inspector has, under section 793, required the officer or agent to...
- Section 795 - Power of inspector appointed by Court to apply to Court to conduct examination of person
(1) If an inspector appointed under section 786 or 787 believes it necessary for the purpose of the investigation that a person whom the inspector has no power to examine on oath should be so...
- Section 796 - Power of Court to obtain information from former inspectpor etc.
(1) This section applies to a person who has been appointed as an inspector under section 786 or 787, but— (a) who has since resigned; or whose appointment has since been revoked.
(2) This section...
- Section 797 - Inspector appointed by the Court to submit reports to the Court
(1) An inspector appointed by the Court—
(a) may (and if so directed by the Court, shall) make interim reports to the Court about the progress of the investigation; and
(b) as soon as practicable...
- Section 798 - Power of Director of Public Prosecutions to bring prosecution for offences disclosed by inspectors’ report
(1) If it appears to the Court that a person has, in relation to the company or to any other body corporate whose affairs have been investigated committed an offence for which the person is criminally...
- Section 799 - Expenses of investigation of company’s affairs
(1) The expenses of and incidental to an investigation by inspectors appointed by the Court are in the first instance to be met by the Attorney General, but the persons referred to in subsections (2)...
- Section 800 - Appointment of inspector to investigate ownership of company
(1) If satisfied that there are reasonable grounds for doing so, the Attorney General shall appoint one or more competent inspectors to investigate and report on the membership of a company for the...
- Section 801 - Power of inspector appointed by Attorney General to investigate ownership, etc. of related companies
An inspector appointed by the Attorney General may also investigate the ownership of another body corporate that is related to the company if the inspector considers that the results of the...
- Section 802 - General powers of Attorney General to give directions to inspectors appointed by the Attorney General
(1) In conducting an investigation under this Division, an inspector shall comply with a direction given to the inspector by the Attorney-General under this section.
(2) The Attorney General may give...
- Section 803 - Direction to terminate conduct of investigation under this Division
(1) The Attorney General may direct an inspector appointed by the Attorney General to conduct an investigation to take no further action in the investigation.
(2) The Attorney General may give a...
- Section 804 - Resignation and revocation of appointment of inspectors appointed by the Attorney General
(1) An inspector appointed by the Attorney General may resign by notice givento the Attorney General.
(2) The Attorney General may revoke the appointment of an inspector by notice given to the...
- Section 805 - Appointment of replacement inspectors appointed by the Attorney General
(1) If an inspector appointed by the Attorney General resigns or dies or theinspector’s appointment is revoked, the Attorney General may appoint one or more competent inspectors to continue the...
- Section 806 - Production of documents and evidence on investigation under this Division
(1) This section applies to—
(a) each officer and agent of the company in relation to which the inspector has been appointed by the Attorney General and, if the investigation extends to a body...
- Section 807 - Obstruction of inspectors appointed by the Attorney General to be contempt of Court
(1) If a person to whom section 806 applies—
(a) refuses to produce to an inspector a document that the inspector has, under that section, required the person to produce; or
(b) refuses to answer a...
- Section 808 - Inspector appointed by the Attorney General may apply to Court toconduct examination of person
(1) If an inspector appointed by the Attorney General believes it necessary for the purpose of the investigation that a person whom the inspector has no power to examine on oath should be so examined,...
- Section 809 - Inspector appointed by the Attorney General to submit reports to the Attorney General
(1) An inspector appointed by the Attorney General—
(a) may (and if so directed by the Attorney General, shall) make interim reports to the Attorney General about the progress of the investigation;...
- Section 810 - Power of Director of Public Prosecutions to bring prosecution for offences disclosed by inspectors’ report made under section 810
(1) If it appears to the Attorney General that a person has, in relation to the company or to any other body corporate whose affairs have been investigated under this Division, committed an offence...
- Section 811 - Power of Attorney General to require information about persons interested in securities of a company
(1) If satisfied that there is good reason to investigate the ownership of securities of a company and that is unnecessary to appoint an inspector for the purpose, the Attorney General may require any...