Nairobi International Financial Centre Act

The Act's short title is the Nairobi International Financial Centre Act.

This section provides definitions for terms used in the Act, including "Authority", "Board", "Cabinet Secretary", "Centre", "Council", "NIFC firm", "person", "regulatory authority", "Tribunal", and "qualified activity".

If this Act conflicts with any other Act on matters relating to the purpose of this Act, this Act prevails.

The Board's procedures must follow the Schedule, and except as the Schedule provides, the Board may regulate its own procedure.

The Board must exercise powers and perform functions to run the Authority, including setting policies, preparing the budget, administering assets and funds, receiving and disbursing money, opening bank accounts, ensuring compliance with the Act and international best practices, and performing other necessary functions.

The Board may, by resolution, delegate any of its powers, functions or duties to a Board committee or to any member, officer, employee or agent of the Authority.

The Chairperson and members of the Board are entitled to be paid remuneration or allowances; the Authority may determine those payments in consultation with the Salaries and Remuneration Commission.

Establishes a Chief Executive Officer of the Authority who is appointed by the Cabinet Secretary on the Board's recommendation, sets qualifications, vests day-to-day management responsibility in the CEO subject to Board directions, and provides a four-year term with eligibility for one re-appointment.

The Authority may appoint necessary staff; appointed staff must serve on terms set by the Authority, determined in consultation with the Salaries and Remuneration Commission.

Members of the Board and officers, employees, agents or servants of the Authority or Tribunal are exempt from personal liability for acts or omissions done in good faith in performing the Authority's or Tribunal's functions under this Act.

Persons must not disclose documents, material or information that they know were disclosed in contravention of subsection (1).

The Board must keep the Authority's common seal in custody it directs; the affixing must be authenticated by the Chairperson and Chief Executive Officer; the Board may nominate a member to authenticate in their absence; the sealed document is judicially noticed unless proved otherwise.

Establishes the Nairobi International Financial Centre and states that the Centre shall be managed by the Authority as an operating framework to support development of the financial services sector.

Establishes the Nairobi International Financial Centre Authority; grants the Authority powers including suing and being sued, acquiring and disposing of property, borrowing or lending money, entering into contracts, and doing other acts necessary for performance of its functions; states it is the successor to the previous Nairobi International Financial Centre Authority.

The Authority should establish and maintain an efficient operating framework to attract and retain firms.

The Authority has the power to formulate and implement policies relating to the establishment, operations and administration of the Centre.

Section 8 lists the composition and qualification requirements for the Authority's Board, naming who is appointed and the Chief Executive Officer's ex officio, non-voting status.

The Chairperson and members of the Board shall serve three-year terms and may be re-appointed for one further three-year term.

Section establishes a Steering Council composed of listed officials; the Authority must provide secretariat services; the Council may co-opt advisers, may give directions to achieve the Act's objectives, must review progress and meet at least three times a year and regulate its own procedure.

Funds of the Authority are monies or assets that may accrue to or vest in the Authority in the course of exercising its powers or performing its functions under this Act.

The Authority may invest its funds in trustee-eligible securities or other securities approved by the National Treasury, and may deposit monies not immediately required with any bank it determines.

The Authority's financial year is a period of twelve months starting 1 July and ending 30 June each year.

The Board must prepare estimates of the Authority's revenue and expenditure at least three months before each financial year, approve those estimates before the year starts, and submit them to the Cabinet Secretary for approval.

The Board must keep proper books and records of the Authority's income, expenditure, assets and liabilities and maintain specified statements (income and expenditure; assets and liabilities at year-end; funds flow).

The Board must prepare and submit an annual report within three months after each financial year; the Cabinet Secretary must lay that report before the National Assembly as soon as practicable.

Persons must not carry out qualified activities as NIFC firms or hold themselves out as such unless certified by the Authority; contravention is an offence punishable by fines up to ten million shillings or imprisonment up to five years, and corporate offenders face fines up to ten million shillings.

Certified firms may carry out activities designated by the Cabinet Secretary as qualified activities; persons must not carry out qualified activities that require a regulatory licence unless they have that licence.

Persons intending to operate as NIFC firms must apply to the Authority in the prescribed form to be certified.

The Authority may withdraw or suspend a firm's certification for specified reasons, may impose conditions when suspending, must inform the relevant regulatory authority of withdrawals or suspensions, the firm immediately loses NIFC status on withdrawal, and the Authority must not withdraw or suspend without first giving the person an opportunity to be heard.

The Authority must keep a register of all NIFC firms and must make the register and related information public on the Authority's website.

The Authority may, in collaboration with the relevant regulatory authority, inspect an NIFC firm and its books and records to check whether the firm continues to meet the conditions of certification.

NIFC firms must not be subject to any nationalisation or expropriation measures or restrictions on private ownership.

Disputes between the Authority and an NIFC firm arising from rights and benefits under section 32 must be settled by arbitration, normally by a sole arbitrator appointed by the Registrar of the Nairobi Centre for International Arbitration; any award is final and binding, and the arbitration is administered under the Nairobi Centre for International Arbitration Rules.

The Authority may formulate rules or issue guidelines as required to perform its functions under this Act.

Section 35 establishes a Tribunal, specifies qualifications for the Chairperson and members, sets a three-year term renewable once, requires staggered terms for continuity, lists grounds for vacating office, gives the Judicial Service Commission power to determine remuneration (in consultation with the Salaries and Remuneration Commission), and grants the Tribunal jurisdiction to hear appeals against decisions or orders of the Authority.

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

The Judicial Service Commission may appoint necessary staff for the Tribunal; appointed staff must serve on terms and conditions determined by the Judicial Service Commission in consultation with the Salaries and Remuneration Commission.

Members of the Tribunal are protected from personal liability for acts or omissions done in good faith while exercising the Tribunal's powers under the Act; such acts shall not render the person liable for any action, claim or demand.

The Chief Justice must establish the Tribunal's rules and procedures in line with fundamental dispute resolution principles and international best practices.

The Cabinet Secretary may, on the recommendation of the Authority, make Regulations to implement this Act, including designating activities for NIFC firms, setting benefits and conditions, providing certification, prescribing information, providing for compensation and fines, and addressing other matters to achieve the Act's objectives.

Defines "former Authority" as the Nairobi International Financial Centre Authority established under the Nairobi International Financial Centre Authority Order, 2014 (L.N. 44/2014).

Section 42 revokes the Nairobi International Financial Centre Authority Order, 2014 and provides that, on commencement of this Act, the former Authority's assets, estimates, rights, powers, liabilities and staff are vested in or deemed to belong to the Authority.