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Nairobi International Financial Act No 25of 2017 - as Plain Text by MWakili

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25) REPUBLIC OF KENYA KENYA GAZETTE SUPPLEMENT a ACTS, 2017 NAIROBI, 3rd August, 2017 CONTENT Act- PAGE The Nairobi International Financial Act,2017.

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^a4 PRINTED AND PTJBLISHED BY Tt{E GO\'ERNMENT PRINTER, NAIROBI 537 THE NAIROBI INTERNATIONAL FINANCIAL CENTRE, ACT No.25 of20l7 Date of Assent: 2lst July,2017 Date of Commencement: l6th August,2017 ARRANGEMENT OF SECTIONS Section PART I-PRELIMINARY 1-Short title.

2-Intepretation.

3-Act to prevail.

PART tr-ESTABLISHMENT OF THE CENTRE AND AUTHORITY l' 4-Establishment of the Centre.

5-Establishment of the Authority.

6--Objectives of the Authority.

7-Powers and functions of the Authority.

8-Board of the Authority.

t9-Term of office.

l0-Procedure of Board meetings.

1l-Functions and powers of the Board.

l2-Delegation by the Board.

l3-Remuneration of the Board.

14-{hief Executive Officer.

ls-Staff of the Authority.

16-Protection from personal liability.

17-{onfidentiality.

18--Common seal.

PART M-ESTABLISHMENT OF STEERING COUNCIL 1g-Establishment of the Steering Council.

II s38 No.

25 Nairobi International Financial Centre 2017 PART IV-FINANCIAL PROVISIONS 2G-Funds of the Authority.

2l-Investment of funds.

22-Financial year.

23-Annual estimates.

24-Accounts and audit.

25-Annual Report.

PART V_CERTIFICATION OF FIRMS 26-Restriction on carrying out qualified activities.

27--Qualified activities.

28-Application for certification.

29-Withdrawal or suspension of certification.

30-Register of NIFC firms.

3l-Inspection of NIFC firms.

32-Rights and benefits for NIFC firms.

33-Settlement of disputes.

34-Rules and guidelines.

PART VI_THE FINAI\CIAL SERVICES TRIBIINAL 35-Establishment of the Tribunal.

36-Secretary to the Tribunal.

37-Staff of the Tribunal.

38-Protection from personal liability.

39-Rules of the Tribunal.

PART Vtr-REGULATIONS 4G-Regulations.

PART VM_MISCELLANEOUS 4l-Definition under this Part.

42-Revocation.

SCHEDULE-CONDUCT OF BUSINESS OF THE BOARI) 539 2017 Nairobi International F inancial Centre No.25 THE NAIROBI INTERNATIONAL FINANCIAL CENTRE BtLL,20t7 AN ACT of Parliament to provide for a legal framework to facilitate and support the development of an efficient and globally competitive financial services sector that generates high levels of national savings and investments through the establishment of the Nairobi International Financial Centre, the Nairobi International Financial Centre Authority, and for connected purposes ENACTED by the Parliament of Kenya, as follows- PART I-PRELIMINARY 1.

This Act may be cited as the Nairobi International Short title.

Financial Centre Act, 2017.

2.

In this Act, unless the context otherwise requires- In terpretation "Authority" means the Nairobi International Financial Centre Authority established under section 5; I "Board" means the Board of directors of the Authority constituted under section 8; "Cabinet Secretary" means the Cabinet Secretary for the time being responsible for matters relating to finance; "Centre" means the Nairobi International Financial Centre established under section 4; "Council" means the Steering Council established I under section 19; I "NIFC firm" means a person certified as such by the Authority under section 28 ($; I "person" includes a company, association or other body of persons whether incorporated or unincorporated; "regulatory authority" includes the Central Bank of Kenya, the Capital Markets Authority, the Insurance Regulatory Authority, the Retirement Benefits Authority, and the Sacco Societies Regulatory Authority or their successors thereof; "Tribunal" means the Financial Centre Tribunal established under section 35; and "qualified activity" refers to an activity designated as such by the Cabinet Secretary under setion 27.

540 Nairobi International Financial Centre 2017 No.25 3.

Where there is any conflict or inconsistency Act to prevail.

between this Act and the provisions of any other Act in matters relating to the purpose of this Act, this Act shall prevail.

PART II_ ESTABLISHMENT OF THE CENTRE, AND AUTHORITY 4.

(1) There is established the Nairobi International Establishment of the Financial Centre.

Cf,ntre.

(2) The Centre shall be an operating framework managed by the Authority in order to facilitate and support the development of an efficient and globally competitive financial services sector in Kenya.

5.

(1) There is established the Nairobi International Estabhshment of the Financial Centre Authority.

Authonty.

(2) The Authority shall be a body corporate with perpetual succession and a common seal, and shall, in its corporate nrune, be capable of- (a) suing and being sued; (b) taking, purchasing or otherwise acquiring, holding, charging or disposing of movable and I immovable property; (c) borrowing or lending money; I (d) entering into conffacts; and (e) doing such other acts necessary for the proper performance of the functions of the Authority.

(3) The Authority shall be the successor to the Nairobi LN.

No.4412014.

International Financial Centre Authority established under the Nairobi International Financial Centre Authority Order, 2014.

(4) Subject to this Act, all rights, duties, obligations, assets and liabilities of the Nairobi International Financial Centre Authority existing at the commencement of this Act shall be automatically and fully transferred to the Authority.

6.

The objectives of the Authority shall be to- Objectives of the Authority.

(a) establish and maintain an efficient operating framework in order to atffact and retain firms; 541 2017 Nairobi International Financial Centre No.25 (b) develop and recommend strategies and incentive structures in collaboration with relevant agencies in order to attract firms to be Nairobi International Financial Centre firms (hereinafter referred to as NIFC firms); and (c) review and recommend, in collaboration with the relevant regulatory authorities developments to the legal and regulatory framework in order to develop Kenya as an internationally competitive financial centre.

7.

In order to realise its objectives, the Authority Powers and functions of the shall have powers and functions to- Authority.

(a) formulate and implement policies relating to the establishment, operations and administration of the Centre; (b) develop, in collaboration with other relevant agencies, the necessary infrastructure to support the conduct of qualified activities; (c) certify firms to conduct activities under the Centre; (d) review and recommend in consultation with the relevant agencies, the development of legal, the regulatory and institutional framework including mechanisms for judicial redress for the purposes of aligning them to the needs of the Centre; (e) impose administrative penalties for breach of any rules, regulations or directives; (f) determine, impose and levy, in consultation with the Cabinet Secretary, any rates, charges or fees for any services rendered by the Authority; (g) promote the Centre as the leading operating framework for financial services and related activities; (h) co-operate and enter into association and agreements with local and international bodies, institutions and organizations to support the functions of the Authority; and (i) undertake any other activity necessary for the fulfilrnent of its objectives under this Act.

542 No.

25 Nairobi International Financial Centre 2017 E.

(l) The management of the Authority shall vest in a ilffi|i" board of directors which shall comprise- (a) a non-executive chairperson appointed by the President; (b) the Cabinet Secretary responsible for matters relating to finance, or a representative appointed in writing by the Cabinet Secretary; (c) the Cabinet Secretary responsible for matters relating to international trade, or a representative appointed in writing by the Cabinet Secretary; (d) the Attorney-General, or a representative appointed in writing by the Attorney-General; (e) four other persons with relevant international financial services experience appointed by the Cabinet Secretary; and (0 the Chief Executive Officer who shall be an ex- fficio member with no right to vote.

(2) A person qualifies to be appointed as the chairperson under subsection (l)(a) if the person- (a) holds a degree from a university recognized in Kenya; (b) has at least fifteen years' experience at a senior management level in- (i) finance, economics, banking, insurance or (ii) capital markets; law; corporate or financial services or (iii) any other field that is relevant to the functions of the Authority; and (c) meets the requirements of Chapter Six of the Constitution of Kenya.

9.

(1) The Chairperson and members of the Board remorornce' appointed under section 8(l)(a) and (e) respectively shall serve for a term of three years and shall be eligible for re- appointment for one further term of three years.

(2) The appointment of members of the Board shall be done in such a manner as to ensure that the terms of the members appointed do not lapse at the same time and that there is continuity of service.

543 2017 Nairobi International Financial Centre No.25 10.

(1) The procedures for the conduct ofbusiness and Proccdure of Boald affairs of the Board shall be as set out in the Schedule.

mcctings.

(2) Except as provided in the Schedule, the Board may regulate its own procedure.

11.

(1) The Board shall have all the powers necessary ill""T}iljr"*.

for the performance of the functions of the Authority under this Act.

(2) Without prejudice to the generality of the foregoing, the Board shall have the powers to- (a) lay down the general policies and plans for the Authority in accordance with international best practices; (b) prepare the annual budget of the Authority for the purpose of funding the administrative activities of the Centre; (c) administer the assets and funds of the Authority F in such a manner and for such purposes as shall i promote the best interests of the Authority; (d) receive grants, donations or any other moneys on behalf of the Authority and make legitimate disbursements therefrom; (e) open such banking accounts for the funds of the Authority as may be necessary; (f) ensure the Authority is run at all times in accordance with this Act and best international practices; and (g) perform any other function necessary to achieve the objectives of the Authority.

12.

The Board may, by resolution either generally or Dcrcgation bv thc in any particular case, delegate to a committee of the Board, or to any member, officer, employee or agent of the Authority, the exercise of any powers or the performance of any functions or duties of the Board under this Act or any other written law.

13.

The chairperson and members of the Board shall Rcmuneration of be paid such remuneration or allowances as the Authority Board mcmbcrs.

may, in consultation with the Salaries and Remuneration Commission, determine.

544 N airo biI nt ernational F inanc ial Ce nte 2017 No.25 14.

(1) There shall be a Chief Executive Officer of Chref Executive the Authority who shall be competitively recruited and Officer.

appointed by the Cabinet Secretary on the recommendation of the Board.

(2) The Chief Executive Officer shall serve on such terms and conditions of employment as the Board may, in consultation with the Cabinet Secretary, determine.

(3) A person qualifies to be appointed as the Chief Executive Officer if that person- (a) holds a degree from a university recognized in Kenya; (b) has at least ten years' experience at a senior management level in- (i) banking, insurance or capital markets; (ii) finance or economics; (iii) corporate or financial services law; or ^! (iv) such other field that is relevant to the i functions of the Authority; (c) has relevant experience in the development of the financial services sector; and (d) meets the requirements of Chapter Six of the Constitution of Kenya.

(4) The Chief Executive Officer shall, subject to the directions of the Board, be responsible for the day-to-day management of the Authority.

(5) The Chief Executive Officer shall hold office for a term of four years and shall be eligible for re- appointment for one further term of four years.

15.

(1) The Authority may appoint such staff as are Starrorthe necessary for the performance-of lti functions under this Authoritv' Act.

(2) The staff appointed under subsection (1) shall serve on such terms and conditions of service as the Authority frzy, in consultation with the Salaries and Remuneration Commission, determine.

16.

No matter or thing done by any member of the Protcction frcm Board or by any officer, employee, agent or servant of the personal liability 545 2017 Nairobi International Financial Centre No.25 Authority or Tribunal shall, if the act or omission was done in good faith for the purpose of performing the functions of the Authority or Tribunal under this Act, render the person liable for any action, claim or demand.

17.

(l) A director, officer, employee or agent of the Confidcntiality Authority or any person who for any reason has access to any record, document, material or information relating to the affairs of the Authority which that person acquires through the performance of his or her duties or the exercise of his or her functions shall not divulge, use for personal gain, publish or otherwise disclose to any person such document, material or information unless the disclosure is required- (a) to be disclosed under any law; (b) for the performance of his or her duties or the exercise of his or her functions under this Act; I or b (c) by a court of law.

Ii (2) This section shall not apply to any document, material or information which at the time of disclosure is, or has already been made lawfully available to the public.

(3) A person who has any document, material or information which to his or herknowledge has been disclosed in contravention of subsection (l) shall not disclose, in any manner, the document, material or information to any other person.

(4) A person who contravenes subsection (1) or (3) shall be liable on conviction to a fine not exceeding two hundred thousand shillings or to imprisonment for a term not exceeding three years or to both.

18.

(1) The common seal of the Authority shall be Common scal.

kept in such custody as the Board may direct and shall not be used except on the order of the Board.

(2) The affixing of the common seal of the Authority shall be authenticated by the signature of the Chairperson and the Chief Executive Officer and any document not required by law to be made under seal and all decisions of the Board may be authenticated by the signatures of both the Chairperson and the Chief Executive Officer.

546 No.25 Nairobi International Financial Cente 2017 (3) Notwithstanding the provisions of subsection (2), the Board shall, in the absence of either the Chairperson or the Chief Executive Officer in a particular matter, nominate one member to authenticate the seal on behalf of either the Chairperson or the Chief Executive Officer.

(4) The corlmon seal of the Authority when affixed to a document and duly authenticated shall be judicially and officially noticed unless the contrary is proved, any necessary order or authorization by the Board under this section shall be presumed to have been duly given.

PART Itr_ESTABLISHMENT OF STEERING COUNCIL 19.

(l) There is established a Steering Council which 3#:|j'r'&Jf,i." shall consist of the- (a) President as the chairperson; (b) Deputy President as the deputy chairperson; I (c) Cabinet Secretary responsible for matters I relating to finance; (d) Attorney-General; (e) Governor of the Central Bank of Kenya; (0 Chief Executive Officer of the Capital Markets Authority; (g) Chief Executive Officer of the Insurance Regulatory Authority; (h) Chief Executive Officer of the Retirement Benefits Authority; and (i) Chairperson of the Authority.

(2) The Authority shall provide secretariat services to the Council.

(3) The Council may from time to time, co-opt any person to advise on a specified matter.

(4) The Council- (a) shall review the progress of the Centre, provide direction and address any challenges in the development of the Centre and the overall i financial services sector in Kenya; and I 547 2017 Nairobi International F inancial Centr e No.25 (b) may, from time to time, give such directions to any person which the Council considers necessary in order to achieve the objectives of this Act.

(5) The Council shall meet at least three times in a year and shall regulate its own procedure.

PART IV-FINANCIAL PROVISIONS 20.

The funds of the Authority shall consist of- Funds of the Authority.

(a) such monies or assets which may accrue to or vest in the Authority in the course of the exercise of its powers or the performance of its functions under this Act; (b) any monies which may become payable to the Authority pursuant to this Act or any other written law; (c) monies as may be appropriated by the National Assembly for the purposes of the Authority; and (d) all monies from any other source provided, donated or lent to the Authority.

21.

(l) The Authority may invest any of its funds in Invcstment of funds.

securities in which for the time being trustees may by law invest in trust funds, or in any other securities which the National Treasury may, from time to time approve.

(2) The Authority may place or deposit with any bank as it may determine, any monies not immediately required for the pu{poses of the Authority.

22.

The financial year of the Authority shall be the Financial yea period of twelve months commencing on the first of July and ending on thirtieth of June in each year.

23.

(l) The Board shall, at least three months before Annual estimates.

the commencement of each financial year, cause to be prepared estimates of revenue and expenditure of the Authority for that financial year.

(2) The annual estimates shall make provisions for all the estimated expenditure of the Authority for the financial year concerned, and in particular, shall provide for the- (a) payment of salaries, allowances and other charges in respect of the Board and staff of the Authority; s48 No.

25 Nairobi International Financial Centre 2017 (b) rental expenses for the premises of the Authority; (c) payment of pensions, gratuities and other charges in respect of retirement benefits to the staff of the Authority which are payable out of the funds of the Authority; (d) effective development and promotion of the Centre in Kenya and overseas; (e) running of the certification, registry, dispute resolution and external entity coordination activities of the Authority; (f) proper maintenance, repair and replacement of equipment and other movable property of the Authority; and (g) payment of any other costs as may be incurred by the Authority.

(3) The Board shall approve the annual estimates before the commencement of the financial year to which they relate and shall submit the same to the Cabinet Secretary for approval.

24.

(l) The Board shall cause to be kept proper books Accountsandaudit' and records of accounts of income, expenditure, assets and liabilities of the Authority.

(2) Within a period of three months after the end of each financial year, the Board shall submit to the Auditor- General the accounts of the Authority in respect of that financial year together with- (a) a statement of income and expenditure of the Authority during the year; (b) a statement of assets and liabilities of the Authority on the last day of that year; and (c) a funds flow statement during that year.

(3) The accounts of the Board shall be audited and No'34or20r5' reported upon in accordance with the provisions of the Public Audit Act,2Ol5.

25.

Q) The Board shall, within three months after the Annuar report' end of each financial year, prepare and submit to the Cabinet Secretary, an annual report for the immediate preceding financial year.

(2) The Cabinet Secretary shall lay the annual report before the National Assembly as soon as is practicable.

549 2017 Nairobi International Financial Centre No.25 PART V_CERTIF'ICATION OF FIRMS 26.

(l) A person shall not conduct any qualified Restriction on carrying out activity as an NIFC firm or hold itself out as such unless qualified activities that person is certified by the Authority under this Act.

(2) A person who contravenes the provisions of subsection (1) commits an offence and is liable on conviction to a fine not exceeding ten million shillings or to imprisonment for a term not excceding five years or to both.

(3) Where the offencc is committed by a body corporate, the body corporatc shall be liable on conviction to a fine not exceeding ten million shillings.

27.

(l) A certified firrr may conduct any business Qualified actlvltles activity which the Cabinet Sccretary may designate in the Gazette as a qualified activiff.

(2) Despite subsection (l), a person shall not conduct a qualified activity for which a licence from a regulatory authority is required, unless that person has obtained the appropriate licence from the regulatory authority.

28.

(l) A person who intends to operate as an NIFC Application for firm shall apply to the Authority, in the prescribed form, to certifrcation be certified as such.

(2) An application under subsection (1) shall be accompanied by the prescribed application fee and any other additional information as the Authority may require.

(3) The Authority shall, in considering an application for certification under subsection (1), be satisfied as to the ability of the applicant to meet the prescribed conditions for certification in line with the objectives of the Centre.

(4) The Authority may- (a) subject to the payment of the prescribed fee and to such conditions as the Authority may consider necessary, certify a firm to operate as an NIFC firm;or (b) decline to certify a firm.

(5) Where the Authority declines to certify a firm under subsection 4(b), the Authority shall- (a) notify the applicant of its decision to do so setting out the reasons for the decline; and 550 iIN airob nt ernational F inanc ial C entr e 2017 No.25 (b) grant the applicant an opportunity to be heard.

(6) A certification granted under this Act shall remain in force until- (a) withdrawn or suspended by the Authority; or (b) voluntarily surrendered by the firm.

(7) An NIFC firm shall pay an annual fee as the Authority may prescribe from time to time.

(8) The Authority may- (a) impose such fees as are necessary in relation to NIFC firms; and (b) prescribe different fees in respect of different classes of NIFC firms or activities carried out by such firms.

29.

(l) The Authority may withdraw the certification Withdrawal or suspension of of a hrm if- certification.

(a) the Authority is satisfied that any information furnished in connection with an application for certification was false or misleading; (b) the firm has contravened or failed to comply with this Act, any direction or guideline issued or condition attached to the certification; (c) the firm has engaged in a prohibited activity; (d) the regulatory authority has withdrawn or revoked the firm's licence; (e) the certified firm has conducted its affairs in a manner which threatens the interests of its customers; (0 the certified firm is in violation of any other law; or (g) it is in the interest of the public to do so.

(2) The Authority may, instead of withdrawing a certification under subsection (1), suspend the certification for a specified period or impose conditions or restrictions on the certification.

(3) Where the Authority withdraws a certification under subsection (l), the Authority shall inform the 551 F Nairobi International inancial Centre 2017 No.25 relevant regulatory authority of its decision to do so and the firm shall immediately lose its status as an NIFC firm.

(4) Where the Authority suspends or imposes conditions on the certification under subsection (2), the Authority shall inform the relevant regulatory authority of its decision to do so setting out the period of suspension and the conditions imposed.

(5) The Authority shall not withdraw or suspend a certification under this section without first giving that person an opportunity to be heard.

30.

(1) The Authority shall keep a register of all NIFC Register of NIFC firms.

fims.

(2) The Authority shall make public the register kept under subsection (1) and any other information relating to the MFC firms which the Authority considers appropriate by placing it on the Authority's website.

31.

The Authority may, in collaboration with the lnspection of NIFC relevant regulatory authority, cause an inspection to be fims.

made by an authorized person, of an NIFC firm and its books and records to ascertain if the NIFC firm continues to meet the conditions of certification.

32.

Despite any provision to the contrary in any other Rights and benefits law or regulation, an NIFC firm shall, subject to the for NIFC fims.

provisions of this Act or regulations- (a) not be subject to any nationalisation or expropriation measures or any restrictions on private ownership; (b) have freedom to repatriate profits and realise investments; (c) have the freedom to recruit and employ staff of their choice on such terms as they wish to agree, subject to work permit provisions and any international treaty obligations entered into by the Government in respect of the terms of employment of employees; and (d) be capable of being owned up to one hundred percent by persons who are not nationals of, or resident in, Kenya.

33.

(1) Where there is z dispute between the Settlement of Authority and an NIFC firm arising out of or in connection disputes.

552 Nairobi International Financial Centre 2017 No.25 with the rights and benefits conferred by section 32, the dispute shall be settled by arbitration, and, unless otherwise agreed by the parties, by a sole arbitrator, to be appointed by the Registrar of the Nairobi Centre for International Arbitration and any award, order or determination of or by such arbitrator shall be final and binding on all parties.

(2)The dispute referred to the arbitrator appointed by the Registrar under subsection (1) shall be administered in accordance with the Rules for arbitration of the Nairobi Centre for International Arbitration.

34.

Without prejudice to the generality of the powers Rules and guidelines conferred under this Act, the Authority may formulate rules or issue guidelines as may be required in order to perform its functions under this Act.

PART VI_THE FINANCIAL CENTRE TR.IBUNAL 35.

(1) There is established an appeals tribunal to be Establishment of known as the Financial Centre Tribunal which shall Tribunal.

consist of the following members appointed by the Judicial Service Commissi^', - (a) a Chairper:.,n with ten ycars' experience in adjudicating financial services and regulatory disputes; and (b) four other members with seven years' experience in the financial services sector.

(2) The Chairperson and the members of the Tribunal appointed under subsection (1) shall- (a) be of good character; and (b) meets the requirements of Chapter Six of the Constitution of Kenya.

(3) The Chairperson and members of the Tribunal shall be appointed for a term of three years renewable for one further term of three years.

(4) The appointment of members to the Tribunal shall be done in such a manner as to ensure that the terms of the members appointed do not lapse at the same time and that there is continuity of service.

(5) The Chairperson and any member of the Tribunal may be removed from office if the Chairperson or member- 553 2017 Nairobi International F inancial C entr e No.25 (a) becomes incapable through ill-health of effectively performing the duties of his or her office; (b) accepts any position of employment the holding of which conflicts with his or her role in the Tribunal; (c) is declared bankrupt; (d) is convicted of a criminal offence; (e) fails to attend three consecutive meetings of the Tribunal without the permission of the Tribunal; (f) resigns; or (g) dies.

(6) The Chairperson and members of the Tribunal shall be paid such remuneration and allowances as the Judicial Service Commission may, in consultation with the Salaries and Remuneration Commission from time to time, determine.

(7) The Tribunal shall have jurisdiction to hear and determine appeals against any decision or order of the Authority.

(8) In determining an appeal, the Tribunal may affirm, quash or refer the decision or order back to the Authority for reconsideration 36.

The Judicial Service Commission shall appoint Secretary to the the Secretary to the Tribunal.

Tnbunal 37.

(1) The Judicial Service Commission may Staff of the Tribunal.

appoint such staff as are necessary for the performance of the functions of the Tribunal under this Act.

(2) The staff appointed under subsection (1) shall serve on such terms and conditions as the Judicial Service Commission may, in consultation with the Salaries and Remuneration Commission from time to time, determine.

38.

No matter or thing done by any of the member of Protection frcm the Tribunal shall, if the act or omission was done in good personal liabrlity faith for the purpose of exercising the powers of the Tribunal under this Act, render the person liable for any action, claim or demand.

554 No.

25 Nairobi International Financial Centre 2017 39.

(1) The Chief Justice shall lay down the rules and Ruresorthc procedures of the Tribunal in accordance with fundamental rribunar' dispute resolution principles and international best practices.

(2) Without prejudice to the generality of subsection (1), the Rules may make provisions relating to- (a) the way in which applications for review are to be made; (b) the procedure to be adopted by the Tribunal; (c) the nature of records to be kept; (d) the procedure of giving notice to the parties; (e) the fees to be charged; and (f) costs.

(3) The provisions of the Civil Procedure Act shall cap'21' apply to the claims submitted before the Tribunal, where this Act, its Regulations an,{ the Rules and procedure are silent on the concerned r-"irdtter.

PAKT VII-REGULATIONS 40.(1)The Cabinet Secretary may, on the Resurations' recommendation of the Authority, make Regulations generally for the better carrying out the purposes and objectives of this Act.

(2) Without prejudice to the generality of subsection (1), the Regulations may- (a) designate qualified activities to be conducted by NIFC firms; (b) determine any benefits, exemptions and incentives available to NIFC frrms; (c) determine the general conditions of entry of firms to the Centre; (d) provide for the certification process of NIFC firms; (e) provide for the payment of compensation and penalties or fines in the event of a breach of the provisions of this Act or its regulations; (f) prescribe information required of NIFC firms; and 555 2017 Nairobi International Financial Centre No.25 (g) address any other matter required in order to achieve the objectives of this Act.

PART VIII- NIISCELLANEOUS 41.

In this Part, "former Authority" means the Nairobi Definition mder this International Financial Centre Authority established under Part.

the Nairobi International Financial Centre Authority Order, LN.

No.

zl4l2014.

20t4.

42.

(l) The Nairobi International Financial Centre Revocation.

Authority Order, ?-014 is revoked.

(2) Despite the revocation under subsection (1) - (a) the funds, assets and other property, both movable and immovable, which immediately before the commencement of this Act were vested in the former Authority shall, upon cofirmencement of this Act, be vested in the Authority; (b) the annual estimates of the former Authority for the financial year shall, upon commencement of this Act, be deemed to be annual estimates of the Authority for the remainder of the financial year; (c) all rights, powers and liabilities whether arising under any written law or otherwise which immediately before the commencement of this Act were vested in, imposed on or enforced against the former Authority shall, upon cofirmencement of this Act, be deemed to be vested in, imposed or enforceable against the Authority; and (d) any person who was a member of staff of the former Authority shall, upon commencement of this Act, be deemed to be a member of staff of the Authority for the remaining period of his or her service.

556 Nairobi International Financial Centre 2017 No.25 SCHEDULE (s.

10(1) and (2)) CONDUCT OF BUSINESS OF THE BOARD 1.

The Chairperson or a member, other than an ex- vacationorornce fficio member may- (a) at any time resign by a notice in writing in case of the chairperson, to the President and in case of a member, to the Cabinet Secretary; (b) on the recommendation of the Board, be removed from office in case of the Chairperson, by the President, or by the Cabinet Secretary in case of a member, if the chairperson or member- (i) has been absent from three consecutive meetings of the Board without the permission (ii) of the Board; is convicted of a criminal offence that amounts to felony under the laws of Kenya; (iii) is incapacitated by prolonged illness for a period exceeding six months; or (iv) is otherwise unable or unfit to discharge his or her functions.

2.

(l) The Board shall meet not less than four times in every financial year and not more than four months shall elapse between the date of one meeting and the date of the next meeting.

(2) Despite subparagraph (1), the Chairperson may convene a special meeting of the Board at any time for purposes of transacting the business of the Board upon requisition in writing by at least three members of the Board.

(3) Unless three quarters of the members otherwise agreq every member shall be given at least fourteen days written notice of the meeting.

(4) The quorum for the conduct of the business of the Board shall be five members.

(5) The chairperson shall preside at every meeting of the Board and in the absence of the chairperson, the members present shall elect one of their number to preside and the member elected shall have all the powers of the chairperson with respect to that meeting and the business transacted thereat.

557 2017 Nairobi Internationol F inancial Centre No.25 (6) Unless a unanimous decision is reached, a decision on any matter before the Board shall be by a majority of votes of the members present and voting, and in case of a tie, the chairperson or the person presiding shall have a casting vote.

(7) Subject to subparagraph (4), proceedings of the Board shall not be invalidated by reason of a vacancy among the members thereof.

3.

(1) A member of the Board who has an interest in Disclosure of any contract, or any other matter, present at a meeting interest.

shall, at the meeting and as soon as reasonably practicable after the commencement, disclose the fact thereof and shall not take part in the consideration or discussion of, or vote on, any question with respect to the contract or matter, or be counted in the quorum of the meeting during the consideration of that matter.

(2) A disclosure of interest made under subparagraph (1) shall be recorded in the minutes of the meeting at which it is made.

(3) A member who does not disclose his or her interest in a contract or any other or who benefits from non-disclosure under subparagraph (1) commits an offence and is liable on conviction to a fine not exceeding five hundred thousand shillings.

4.

Any contract, instrument or decision made by the Instruments and decrsions of the Board shall be made under the hand of the Chairperson or Board.

any person authorized to act as such.

.

Frequently asked questions

What is M-Wakili?

M-Wakili (Wakili AI) is an advanced AI-driven legal aide proficient in interpreting Kenyan law.
This tool is useful for lawyers, law students, and the public, providing exhaustive and concise solutions to legal issues.
M-Wakili is more than an information database, it dissects and analyzes legal documents, clarifying their essence and implications to answer queries accurately. Alongside its legal expertise, M-Wakili also produces persuasive written content.
The primary aim of M-Wakili is to provide world-class legal support to people from all walks of life, while also aiding the advancement of law professionals by enhancing research efficiency.
This innovative platform promises to revolutionize the legal field, enhancing the accessibility and effectiveness of legal expertise.

Will I get immediate answers to my legal questions 24/7?

Yes the service is available 24/7 and you will get answers to your legal questions within seconds.

How does M-Wakili work?

M-Wakili is a custom trained AI model that uses algorithms and machine learning to understand and answer a user's questions. It bases its responses on the existing Kenyan laws and regulations.

Is M-Wakili accurate?

Yes, M-Wakili is designed to provide accurate and reliable responses based on Kenyan Law and is considered more accurate than almost all AI models including ChatGPT. Additionally, it is constantly being updated and improved to ensure it is aware of the occurring changes in the laws and regulations.
If you find any model that is more accurate than M-Wakili, please let us know and we might give you a free subscription or a *refund. (We reserve the right to determine the accuracy of the model and if you should be given a refund or free subscription. Our terms and conditions apply.)

Who can use M-Wakili?

Everyone can use M-Wakili. Lawyers and law students can use it as a legal research tool, and the general public can use it to get answers to their legal queries.

How can I access M-Wakili?

You can access M-Wakili through our website. Just type in your question, and M-Wakili will provide the answers.

Is M-Wakili a substitute for a human lawyer?

No it cannot and will not be, M-Wakili is designed to assist and provide legal information and is great at that. However, there are still situations where the expertise and personal touch of a real lawyer is necessary, such as in court representation and negotiations.
Fun fact, most of our paying users are lawyers! They use M-Wakili to help them with legal research and analysis.

Is AI going to replace lawyers?

No. M-Wakili AI is great for helping real-life lawyers with legal work and assisting people in understanding legal problems, providing many ways how to handle them. However, AI cannot replace the human touch of a real lawyer. There are still situations where the expertise and personal touch of a real lawyer is necessary, such as in court representation and negotiations.
In fact, most of our paying users are lawyers! They are excited about the possibilities of AI in the legal industry and are leveraging it to save time and energy and focus on higher-level tasks.
AI can make the legal market more convenient for both sides by allowing real lawyers to focus on specialized services while using AI to handle certain tasks.

Is my data secure with M-Wakili?

Yes, we prioritize user data privacy and have implemented strict measures to ensure that your data is secure.

Can M-Wakili represent me in court?

Not yet, M-Wakili cannot represent you in court. It can help you understand the law and your legal situation, but you will need a human lawyer for court representation.

Do I need to pay for M-Wakili services?

Currently, we offer basic features for free while premium services require a subscription fee. Please visit our pricing page for more details.

How can M-Wakili help law students?

M-Wakili can assist law students in learning and practicing their legal research and analysis skills. It may also offer insights into current legal trends and issues, helping prepare them for their future in law.

What does "HHH" mean?

Helpful, Honest, and Harmless (HHH) are three components of building AI systems (like M-Wakili) that are aligned with people’s interests.
- Helpful: M-Wakili wants to genuinely help the user
- Honest: M-Wakili shares information it believes to be true, and avoids made-up information
- Harmless: M-Wakili will not cooperate in aiding the user in harmful activities or lead the user to harms way