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{
    "id": 740549,
    "url": "https://info.mzalendo.com/api/v0.1/hansard/entries/740549/?format=api",
    "text_counter": 143,
    "type": "speech",
    "speaker_name": "Hon. Oyugi",
    "speaker_title": "",
    "speaker": {
        "id": 444,
        "legal_name": "Augostinho Neto Oyugi",
        "slug": "augostinho-neto-oyugi"
    },
    "content": "In my view, Clause 8 is useful because it seeks to show what personal interest would manifest and that if every company is going to keep a register of its members, which will include information relating to beneficial owners of the company, it is going to cure part of the problems we have been having as a country where one person registers 100 companies and you do not know that you are dealing with the same person. In various business deals or even when it comes to bids, you end up with the same company bidding several things without really the openness that the various companies ought to show. So, I think that having people who are beneficiaries enlisted will easily help institutions that work on integrity or institutions that want to do business. It will also help with procurement issues with regard to proper bidding and I think it is going to give rise to fair competition. Clause 12(2)(d) is a good provision. It seeks to define what a personal interest of a director is. It is difficult to define the words “personal interest” because whatever is personal can fairly be very convoluted. However, I think that in trying to narrow down what personal interest is with regard to being a party to the transaction or material financial interest in the transaction--- I think distilling what personal interest in that manner is makes the Companies Act fairly very tidy and I think it is very useful. In my view, Clause 23(1)(b) is good. It reads: “The directors of a company may exercise a power of the company- (b) to grant rights to subscribe for or to convert any security into shares in the company, only if they are authorised to do so by the company’s articles or by resolution of the company.” I would propose a further amendment to that particular clause because there are moments when Articles of Interest of companies are always tinkered by various directors and if at all you let the company’s articles dictate whether directors can allot shares, I think that will be a fairly tricky scenario. I think we only give directors powers to deal or allot shares of the company only by resolution of the company as opposed to letting that to be a content of the company’s Articles of Association. Clause 28 is a very interesting one. It talks about the issues of good faith. It says that the company’s principal purpose in terms of giving out money, if it is a holding company, will only be giving out money where the assistance is in good faith or in the interest of the company. The issues of good faith are very relative. It is sometimes very difficult to distinguish what is good faith and what is not. I think that if at all you want to restrict the space and sphere of holding companies in terms of giving money, that particular thing needs to be properly defined. I think we need to disclose what powers the holding companies ought to have each time they are going to be giving out money. I think that needs to be properly and clearly defined. I think Clause 33 of this Bill is averagely very important. It just shows how important the use of English words sometimes can be. It requests or directs that we change the word “may” that is in Section 511 of this particular Act. That particular change or substitution of the word “may” with the word “shall” radically changes what was otherwise an oversight in terms of making this legislation. This is because a private company that is limited by shares or guarantee shall not offer public securities of the company. If at all we let the word “may” stay as it was, it is opening companies limited by guarantee or shares to be public companies, which then again 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."
}