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{
    "id": 740501,
    "url": "https://info.mzalendo.com/api/v0.1/hansard/entries/740501/?format=api",
    "text_counter": 95,
    "type": "speech",
    "speaker_name": "Hon. A.B. Duale",
    "speaker_title": "",
    "speaker": {
        "id": 15,
        "legal_name": "Aden Bare Duale",
        "slug": "aden-duale"
    },
    "content": "Clause 12 proposes to amend Section 146 of the Act. This is to expand the instances where a director is to avoid a conflict of interest when dealing with the matters of a company and to keep clear mandate on who can give authorisation. If you are a director of a company, you must declare your interest. You cannot do business with that company. This is to make sure that we create a very good corporate governance structure for the running of both the public and the private companies in our country. Within the reading of Clause 12, the amendment further provides for penalties if one contravenes that section in terms of not declaring their conflict of interest. Clause 13 proposes to amend Section 147 of the Act. This is to prevent a director from accepting benefit from a third party, if the duty imposed does not give rise to a conflict of interest. By the mere fact that you are a director of a company, you cannot receive a benefit from a third party. That amounts to conflict of interest. Clause 14 proposes to amend Section 151 of the Act to ensure that any person who is a director of any company must declare his interest and to factor in 10 per cent of the value of the assets of that company. One, you declare your interest. Secondly, you must factor in 10 per cent of the value of the assets of that company. Clause 16 proposes to amend Section 162 of the Act. This amendment deletes subsections (6) and (7) of that 162, which give the directors an excuse to avoid liability except when they show that they were unaware that the transactions were invalid. This is a very serious matter. The subsections being deleted were the ones that many directors were using to avoid liability for a crime they committed. For example, a bank goes down and the directors blame the Central Bank. They go down with all the resources of the depositors. Therefore, those sections are deleted so that no director of any company can have an excuse or escape liability for whatever will happen to the shareholders. Clause 19 proposes to amend Section 246(1) of the Act. This is just to define what a company secretary is. Clause 21 of the Bill proposes to amend Section 308 of the principal Act by inserting a new subsection that requires every director or directors to organise the annual general meetings which permit the holders of any class of shares to vote as a group on any variations on the rights of the class to give the holders of that class shareholding rights, for example, there are many different shareholders in Kenya Airways (KQ). This amendment says, regardless of the shareholding of various shareholders, by the percentage they hold, they have a right to be consulted when a serious matter is being made during the company’s annual general meeting. The electronic version of the Official Hansard Report is for information purposesonly. A certified version of this Report can be obtained from the Hansard Editor."
}