- Section 755 of The Companies Act No. 17 of 2015: 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 of The Companies Act No. 17 of 2015: 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 the financial statement (including the auditor's report and the conduct of the audit); or
(b) any...
- Section 757 of The Companies Act No. 17 of 2015: 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 behalf of the company; and (b) identifies the company.
(2) A quoted company is not entitled to make...
- Section 758 of The Companies Act No. 17 of 2015: 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 of members under section 756; and (b) the effect of subsections (2), (3) and (4).
(2) A quoted...
- Section 759 of The Companies Act No. 17 of 2015: 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 are each liable to a fine not exceeding five hundred thousand shillings.
(2) If, after a quoted...
- Section 760 of The Companies Act No. 17 of 2015: 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 company is to be presented at a general meeting of the company.
- 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...
- Section 762 of The Companies Act No. 17 of 2015: 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 or the auditor is acquitted.
- Section 763 of The Companies Act No. 17 of 2015: 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, in proceedings for negligence, default, breach of duty or breach of trust against a person to whom...
- Section 764 of The Companies Act No. 17 of 2015: 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, default, breach of duty or breach of trust, occurring in the course of auditing financial...
- Section 765 of The Companies Act No. 17 of 2015: 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 financial year; and
(b) does not specify the financial year in relation to which it relates.
(2) The...
- Section 766 of The Companies Act No. 17 of 2015: 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 may authorise a liability limitation agreement between it and its auditor—
(a) before the company...
- Section 767 of The Companies Act No. 17 of 2015: 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 this Part;
(b) the nature and purpose of the auditor's contractual obligations to the company;...
- Section 768 of The Companies Act No. 17 of 2015: 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 statement;
(b) in the case of a company that prepares a group financial statement —in a manner...
- Section 769 of The Companies Act No. 17 of 2015: 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 company.
(2) If a quoted company is a subsidiary of another quoted company, the otherquoted company may...
- Section 770 of The Companies Act No. 17 of 2015: 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 strategies for achieving them; and
(c) annually assess the extent to which the company has...
- Section 771 of The Companies Act No. 17 of 2015: 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 carried out properly, with integrity and with a proper degree of independence.
- Section 772 of The Companies Act No. 17 of 2015: 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 Accountants Act (No. 15 of 2008); and
(b) has a valid annual license issued under section 22 of the...
- Section 773 of The Companies Act No. 17 of 2015: 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 such.
(2) A statutory auditor who, at any time during the auditor's term of office, becomes...
- Section 774 of The Companies Act No. 17 of 2015: 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 partnership of which such a person is a partner;
(c) an officer or employee of an associated undertaking...
- Section 775 of The Companies Act No. 17 of 2015: 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; and
(b) give notice to the audited person that the auditor has resigned because of lack of...
- Section 776 of The Companies Act No. 17 of 2015: 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 partners.
(2) If the partnership ceases, the appointment is to be treated as extending to—
(a) any...
- Section 777 of The Companies Act No. 17 of 2015: 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 of The Companies Act No. 17 of 2015: 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 be recognised as being holders of an approved foreign qualification for the purposes of this...
- Section 779 of The Companies Act No. 17 of 2015: 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 Part.
(2) The Cabinet Secretary may require information given under this section tobe provided in a...
- Section 780 of The Companies Act No. 17 of 2015: 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 oppressive or is unfairly prejudicial to the interests of members generally or of some part of its...
- Section 781 of The Companies Act No. 17 of 2015: 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 1000 or 1001;
(c) the Capital Markets Authority or an officer authorised by it has exercised a...
- Section 782 of The Companies Act No. 17 of 2015: 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 orders in respect of the company as it considers appropriate for giving relief in respect of the matters...
- Section 783 of The Companies Act No. 17 of 2015: 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, the company shall, within fourteen days after the making of the order or such extended period as the...
- Section 784 of The Companies Act No. 17 of 2015: 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 which the provisions of Part III relating to resolutions or agreements affecting a company's...