Investment and Financial Analysts Act

Section 1. Short title Section This Act may be cited as the Investment and Financial Analysts Act.

Section 2. Interpretation Section 2(1) In this Act, unless the context otherwise requires— “annual licence” means an annual licence issued pursuant to section 24 ; "Cabinet Secretary” means the Cabinet Secretary for the time being responsible for matters relating to finance; "Capital Markets Authority” means the Authority established under section 5 of the Capital Markets Act (Cap. 485A); "Chairperson” means the Chairperson of the Institute, and includes a person appointed under paragraph 2 of the First Schedule to act as Chairperson; “Council” means the Council of the Institute established under section 9 ; “Disciplinary Committee” means the Committee established under section 27 ; "Examinations Board” means the Kenya Accountants and Secretaries National Examinations Board established under section 14 of the Accountants Act (Cap. 531); “firm” means a sole proprietorship or partnership or a registered company established by members in practice; “Institute” means the Institute of Certified Investment and Financial Analysts established by section 3 ; “practising certificate” means a practising certificate issued pursuant to section 23 ; "Register” means the register kept pursuant to...

Section 3. Establishment of the Institute Section 3(1) There is established an Institute to be known as the Institute of Certified Investment and Financial Analysts. Section 3(2)(a) suing and being sued; Section 3(2)(b) taking, purchasing or otherwise acquiring, holding, charging or disposing of both movable and immovable property; Section 3(2)(c) borrowing money; Section 3(2)(d) entering into contracts; Section 3(2)(e) doing or performing all such other acts necessary for the proper performance of its functions under this Act, which may be lawfully done or performed by a body corporate. Section 3(3) The provisions of the First Schedule shall have effect with respect to the Institute.

Section 4. Membership of the Institute Section 4(1) Each person who is registered under section 16 of this Act as a member of the Institute shall be allowed to place the prefix the term "FA" before the person's name. Section 4(2)(a) Fellows, comprising members who become Fellows pursuant to an invitation under subsection (3) each of whom shall be titled "Fellow of the Institute of Certified Investment and Financial Analyst" (designatory letters "FCIFA"); Section 4(2)(b) Full members (comprising those members registered under section 20 but who are not Fellows) each of whom shall be titled "Member of the Institute of Certified Investment and Financial Analyst" (designatory letters "CIFA"). Section 4(2)(c) Associate members, comprising persons eligible to be registered under section 20 but who do not meet all the requirements prescribed under subsection (1) of that section, each of whom shall be titled "Associate Member of the Institute of Certified Investment and Financial Analyst" (designatory letters "ACIFA"). Section 4(3) Where the Council considers that a member of the Institute has fulfilled the requirements for admission into Fellowship as the Council may prescribe, the Counci...

Section 5. Funds of the Institute Section 5(1) The expenditure of Institute and its bodies established under this Act shall be met from the funds generated by the Institute and its bodies under this Act. Section 5(2) The members of the Institute as specified in section 4 shall pay such fees and subscriptions as the Council may from time to time prescribe.

Section 6. Honorary Fellows Section 6(1) Where the Council considers that a person, not being a member of the Institute has rendered special services to the Institute or the investment and financial analysts profession, the Council may invite such a person to become an Honorary Fellow of the Institute. Section 6(2) An Honorary Fellow shall not be a member of the Institute. Section 6(3) An Honorary Fellow shall be titled "Honorary Fellow of the Institute of Certified Investment and Financial Analyst" (designatory letters "Hon FCIFA").

Section 7. Chairperson of the Institute Section 7(1) There shall be a Chairperson of the Institute who shall be elected in the manner provided for in the First Schedule. Section 7(2)(a) has been a member of the Institute for a continuous period of not less than three years; Section 7(2)(b) has served on the Council or its committees for at least one year; and Section 7(2)(c) has not been disqualified under the provisions of the Second Schedule.

Section 8. Functions of the Institute Section promote standards of professional competence and ethical practice amongst members of the Institute;

Section 9. The Council Section 9(1) The Institute shall be governed by a Council to be known as the Council of the Institute. Section 9(2) Subject to this Act, all acts and things done in the name of or on behalf of the Institute by the Council, or with the authority of the Council shall be deemed to have been done by the Institute. Section 9(3) The Council shall issue standards of professional practice, including securities and investment standards, which shall form the basis of securities and investment practice for members of the Institute in the preparation, verification and analysis of financial statements. Section 9(4) The Council may, with the approval of the members, issue by-laws to govern matters affecting the operations.

Section 10. Committee of the Council Section 10(1) The Council may establish such committees as necessary for the performance of the functions of the Institute and may, subject to the provisions of this Act, delegate powers conferred on it to such committees. Section 10(2) The provisions of the Second Schedule shall have effect with respect to the Council.

Section 11. Membership of the Council Section a Chairperson elected in accordance with section 7 ;

Section 12. Secretary to the Council Section 12(1) There shall be a Secretary to the Council who shall be appointed by the Council. Section 12(2) The Secretary shall be the chief executive officer of the Institute. Section 12(3) The Secretary to the Council shall hold and vacate the office of Secretary in accordance with the terms of the instrument of appointment to that office. Section 12(4) In addition to the functions conferred by or under this Act, the Secretary to the Council shall exercise and perform such other functions as the Council may, from time to time, determine.

Section 13. Registration Committee Section 13(1) There is established a committee to known as the Registration Committee. Section 13(2)(a) a Chairperson appointed from the Institute; Section 13(2)(b) one person to represent the Ministry responsible for finance; Section 13(2)(c) one person nominated by the Examinations Board; Section 13(2)(d) one person to represent the securities exchanges; Section 13(2)(e) one person nominated by the Capital Markets Authority; Section 13(2)(f) two persons nominated by the Council to represent 'he Institute; and Section 13(2)(g) one person, not being a member of the Institute, nominated by the Council to represent the users of services provided by securities and investments analysts. Section 13(3)(a) receive, consider and approve applications for registration as a certified investment and financial analyst; Section 13(3)(b) grant practising certificates and annual licenses in accordance with the provisions of this Act; Section 13(3)(c) monitor compliance with professional, quality assurance and other standards published by the Council for observance by the members of the Institute; Section 13(3)(d) prescribe regulations to govern quality assurance...

Section 14. Application for registration Section 14(1) A person wishing to be registered as an investment and financial analyst shall apply to the Registration Committee. Section 14(2) An application to be registered as an investment and financial analyst shall be in the prescribed form and shall be accompanied by the prescribed fee. Section 14(3)(a) is of or above the age fixed by the Council pursuant to subsection (4); Section 14(3)(b) is qualified to be registered; and Section 14(3)(c) is not disqualified from being registered, and, if not satisfied shall refuse the application. Section 14(4) The Council shall by notice in the Gazette , fix the age which a person wishing to be registered must have attained. Section 14(5) A person who, in an application to be registered, wilfully makes a false or misleading statement commits an offence and shall be liable on conviction to a fine not exceeding two hundred thousand shillings or to imprisonment for a period not exceeding eighteen months or to both.

Section 15. Holders of authority to practise Section 15(1) Notwithstanding sections 14 (1) and (3), the Registration Committee may, on application and payment of the prescribed fees, register as an investment and financial analyst any person who, prior to the commencement of this Act, is the holder of a valid authority to practise issued in accordance with the provisions of any other Act. Section 15(2) Applications under this section shall be received by the Committee within a period of eighteen months after the commencement of the Act.

Section 16. Qualifications for registration Section 16(1)(a) has been awarded by the Examinations Board, a certificate or other documentary evidence confirming that he has passed the final certified investment and financial analysts examination; or Section 16(1)(b) holds a qualification approved before the commencement of this Act and was registered at the time of commencement of the Act under subsection (2); Section 16(1)(c) has satisfied the requirements of Chapter Six of the Constitution. Section 16(2) The Council may, in consultation with the Examinations Board from time to time, by notice in the Gazette , approve qualifications which it considers sufficient to allow a person to be registered, and may, in like manner, withdraw any such approval. Section 16(3)(a) adequate knowledge of Kenyan laws, including taxation law and law governing financial markets and; Section 16(3)(b) adequate experience in investment and financial analysis, and Section 16(3)(c) acceptable professional conduct and general character which in the opinion of the Committee make such person a fit and proper person to be registered and unless the person so satisfies the Registration Committee he shall not be...

Section 17. Disqualification from registration Section 17(1)(a) if such person is convicted by a court of competent jurisdiction in Kenya or elsewhere of an offence involving fraud or dishonesty; Section 17(1)(b) if such person is an undischarged bankrupt; Section 17(1)(c) if such person is of unsound mind and has been certified to be so by a medical practitioner; Section 17(1)(d) if such person does not meet the requirements of Chapter Six of the Constitution; Section 17(1)(e) if such person sits and fails the annual ethics and integrity test administered by the Institute; or Section 17(1)(f) during any period when Disciplinary Committee has determined under section 29 that such person shall not be registered or during any such period as varied by the High Court under section 30 (2) of this Act. Section 17(2)(a) the period which has elapsed since the conviction concerned; or Section 17(2)(b) the circumstances of the offence, determines that it would be unreasonable to so treat the person. Section 17(3) A person shall not be treated as disqualified under subsection (1)(b) of this section if the Registration Committee is satisfied that the bankruptcy of the person concerned arose as...

Section 18. Register Section 18(1)(a) the name of any person whose application under section 22 of this Act is approved; Section 18(1)(b) the fact that a practising certificate is issued to any person or that any such certificate has ceased to be in force under this Act; Section 18(1)(c) the particulars of the cancellation of the registration of any person; Section 18(1)(d) the fact that the registration of any person is restored under this Act; Section 18(1)(e) details of firms engaged in the practice of nvestment (including securities) and financial, including their proprietors; and Section 18(1)(f) such other matters as the Council may determine. Section 18(2) The Secretary to the Registration Committee may cause to be made such alterations in the register as are necessary to ensure that the matters recorded therein are accurate. Section 18(3)(a) any member of the police force or any servant, acting in the course of his duty; or Section 18(3)(a)(i) any member of the police force or any servant, acting in the course of his duty; or Section 18(3)(a)(ii) any person authorized by the Secretary Council; or Section 18(3)(b) on payment of such fee as may be prescribed, by any other per...

Section 19. Cancellation of registration Section 19(1)(a) if determination that the registration of the member be cancelled is made under section 29 (1)(i) of this Act; Section 19(1)(b) if any circumstance arises which, if the member were then a person applying for registration, would disqualify him under section 24 from being registered; or Section 19(1)(c) if it is appropriate under subsection (4) of this section to do so. Section 19(2) The Registration Committee shall not cancel the registration of a member under subsection (1)(b) unless it has afforded to the member an opportunity to show cause why his registration should not be cancelled. Section 19(3) Subsections (2) and (3) of section 23 shall apply in relation to the cancellation of the registration of a member of the Institute under subsection (1)(b) of this section as they apply for the purpose of determining whether or not a person is disqualified from being registered. Section 19(4) The Registration Committee may cancel the registration of a member of the Institute who fails to comply with the requirements of section 5 . Section 19(5) When the registration of a member of the Institute is cancelled under subsection (1)(a...

Section 20. Authority to practise Section 20(1) No person shall practise as a certified investment and financial analyst unless the person is registered as a certified investment and financial analyst and holds a practising certificate or an annual license from the Registration Committee that is in force. Section 20(1A) A person shall not become a Chief Investment Officer, or head of an investment department or function in a firm investing public funds, or a firm in the practice of investment and financial analysis, unless the person is registered as a certified investment and financial analyst and holds a practising certificate and an annual licence issued by the Registration Committee. Section 20(1B) A person shall not perform verification, certification and advice of investment of funds in public entity, or a firm in the practice of investment and financial analysis, unless the person is registered as a certified investment and financial analyst and holds a practising certificate and an annual licence issued by the Registration Committee. Section 20(1C) A person shall not verify investment returns declared by a firm investing public funds, or a firm in the practice of investment...

Section 21. Definition of practice Section 21(1)(a) engages in the practice of investment and financial analysis or holds himself out to the public as a person entitled to do so; Section 21(1)(b) offers to perform or performs services involving investment advice or financial decisions, investment transactions, books, accounts or records; Section 21(1)(c) offers to perform or performs services involving the verification or certification of investments and related advice; or Section 21(1)(d) engages in any practice, or performs or offers to perform any services, which may be prescribed. Section 21(2) A salaried employee of the Government or of any other person does not practice as an investment and financial analyst by reason only of doing, in his capacity as such employee, any of the acts referred to in subsection (1). Section 21(3) An advocate, a professional secretary, a professional accountant or a person authorised to do so by or under any written law, may only undertake the work of an investment consultant or investment advisor or a financial consultant in the course of practising their profession.

Section 22. Application for practising certificate Section 22(1) A person wishing to obtain a practising certificate shall apply to the Registration Committee. Section 22(2) An application for a practising certificate shall be in the prescribed form and shall be accompanied by the prescribed fee.

Section 23. Issuance of practising certificate Section 23(1)(a) is registered; Section 23(1)(b) has received, from an investment analyst who is the holder of a practising certificate, instruction of such nature and for such period as may be prescribed; and Section 23(1)(c) meets such other requirements as may be prescribed, and if not so satisfied, shall refuse the application. Section 23(2) A practising certificate issued under this Act remains in force unless it ceases to be in force under subsection (5), (6) or (7). Section 23(3) Notwithstanding subsection (2), a practising certificate issued to any person shall cease to be in force if that person ceases to be registered. Section 23(4) Where a practising certificate issued to any person ceases to be in force under subsection (5) that practising certificate shall not come into force again if the person is subsequently registered but shall come into force again if the registration of the person is restored. Section 23(5) Subject to subsection (6), a practising certificate shall cease to be in force during any period when it is suspended pursuant to section 29 (1)(i) or if that period is varied on appeal under section 30 (1) during...

Section 24. Issue of annual license Section 24(1) Where the holder of a practising certificate intends to practice as a firm, whether as a sole practitioner or in a partnership, he shall apply to the Registration Committee for an annual practising license in the prescribed form, furnishing the Registration Committee with such details of the firm as it may require. Section 24(2)(a) holds a practising certificate; and Section 24(2)(b) meets such other requirements as may be prescribed; and, if not so satisfied, shall refuse the application. Section 24(3) An annual licence issued under this Act shall be valid from the date of issue to the thirtieth June of the year of issue and shall be renewed at the end thereof.

Section 25. Property of the Institute Section A practising certificate or an annual licence issued to any person shall remain the property of the Institute.

Section 26. Professional misconduct Section 26(1)(a) allows any person to practise in his name as a investment and financial analyst, unless such person is the holder of a practising certificate and is in partnership with or employed by him; Section 26(1)(b) enters, for the purpose of or in the course of practising as an investment or financial analyst, into partnership with a person who does not hold a practising certificate, or secures any professional business through the services of such a person or by means not open to an investment analyst; Section 26(1)(c) pays or allows or agrees to pay, directly or indirectly, to any person (other than a person who holds a practising certificate, is a retired partner or the legal representative of such a partner), any share, commission or brokerage out of the fees for, or profits of his professional services; Section 26(1)(d) accepts or agrees to accept any part of the fees of, or profits for, the professional work of an advocate, auctioneer, broker or other agent who is not the holder of a practising certificate; Section 26(1)(e) solicits clients or professional work or advertises professional attainments or services by use of means which...

Section 27. Disciplinary Committee Section 27(1) There shall be a committee of the Council to be known as the Disciplinary Committee. Section 27(2) The Disciplinary Committee shall consist of eight members who shall be appointed in accordance with subsection (3). Section 27(3)(a) three members of the Institute, of whom one, who meets the minimum qualifications of a full member of the Institute in good standing with at least ten years' experience in the profession, shall be designated as the Chairperson, one (identified by agreement of the members of the Board or by lot) shall cease to hold office at the commencement of the day on which the second annual general meeting of the Institute is to be held, save in the case of any such who earlier ceases to hold office; Section 27(3)(b) one nominated by the Council from another profession other than Securities and Investment Analysts; Section 27(3)(c) one nominated by the Attorney-General; Section 27(3)(d) one nominated by the Institute of Certified Public Secretaries of Kenya; Section 27(3)(e) one nominated by the Capital Markets Authority; Section 27(3)(f) one nominated by the Cabinet Secretary in charge of the National Treasury. Sectio...

Section 28. Inquiry by the Disciplinary Committee Section 28(1) Where the Council has reason to believe that a member of the Institute may have been guilty of professional misconduct it shall refer the matter to the Disciplinary Committee which shall inquire into the matter. Section 28(2) The provisions of the Fourth Schedule shall have effect with respect to an inquiry by the Disciplinary Committee pursuant to subsection (1).

Section 29. Recommendations after inquiry Section 29(1)(a) no further action be taken against the member; Section 29(1)(b) the member be reprimanded; Section 29(1)(c) the member be reprimanded with publication of the reprimand in the Kenya Gazette or in any other suitable media which may include the newspapers, electronic media and the internet; Section 29(1)(d) the member pays such costs to the Institute, not exceeding five hundred thousand shillings, as may be determined; Section 29(1)(e) the member undertakes training at his own cost of such nature and duration and at such institutions as may be determined; Section 29(1)(f) the member pays to the Institute a fine not exceeding one million shillings; Section 29(1)(g) the member discharges his professional obligations under any contractual arrangement subject of the alleged misconduct; Section 29(1)(h) any practising certificate held by the member be suspended; or Section 29(1)(i) the registration of the member be cancelled and that he be not registered for such period (including life) as may be specified. Section 29(2) Where the Disciplinary Committee, in a report makes a recommendation under subsection (1), the Council shall inf...

Section 30. Appeal Section 30(1) A person aggrieved by a determination of the Disciplinary Committee under section 29 (1) may appeal to the High Court against such determination within sixty days of being notified of the determination. Section 30(2) On an appeal the High Court may affirm, with or without variation, of the period for which the person concerned is not to be registered, or the period for which his practising certificate is suspended, confirm the determination of the Disciplinary Committee or allow the appeal. Section 30(3)(a) section 29 of this Act shall have effect in relation to the cancellation of the registration of the member; and Section 30(3)(b) the suspension of the practising certificate of the member of the Institute shall cease to have effect.

Section 31. Part to apply to previous holder of an authority to practise Section For the avoidance of doubt it is declared that the provisions of this Part shall apply to any person registered as an investment and financial analyst under the provisions of section 21 (1) of this Act for actions undertaken by such person while practising under a written authority to practise granted prior to the commencement of this Act.

Section 32. Funds of the Institute Section such fees, monies or assets as may accrue to or vest in the Institute in the course of the exercise of its powers or the performance of its functions under this Act or under any other written law;

Section 33. Financial year Section Unless otherwise provided, the financial year of the Institute shall be the period for twelve months ending on the thirty-first day of December in each year.

Section 34. Annual estimates Section 34(1) At least three months before the commencement of each financial year, the Institute shall cause to be prepared estimates of revenue and expenditure for that year. Section 34(2) The annual estimates shall be approved by the Council before the commencement of the financial year to which they relate. Section 34(3) The Council shall cause to be kept all proper books and records of accounts of the income, expenditure and assets of the Institute. Section 34(4) Within a period of four months from the end of each financial year, the Council shall submit to its auditors the accounts of the Institute for audit. Section 34(4A) The accounts of the Institute relating to monies appropriated by the National Assembly shall be audited in accordance with the Public Audit Act (Cap. 412B). Section 34(5) Within six months before the end of the financial year, the Council shall lay the audited accounts before the annual general meeting of its members together with any reports made by the auditors. [Act No. 20 of 2020 , Sch]

Section 35. Staff of the Institute and the Registration Committee Section 35(1) The Institute and the Registration Committee may each engage and employ such persons as are necessary for the discharge of their respective functions under this Act, on such terms and conditions as may be specified in the instruments of appointment. Section 35(2) The terms and conditions of employment of staff employed under this section shall be as may be determined by the Institute and the Registration Committee respectively. Section 35(3) For the purposes of subsection (2) "terms and conditions" includes conditions with respect to the duration of employment or with respect to dismissal from employment.

Section 36. Offences Section 36(1)(a) assumes or uses the title or designatory letters referred to in section 4(1) and who is not a qualified member of the Institute of Certified Investment and Financial Analysts; or Section 36(1)(b) assumes or uses the title or designatory letters referred to in section 4 (2)(a) and who is not a Fellow of the Institute of Certified Investment and Financial Analysts; or Section 36(1)(c) assumes or uses the title or designatory letters referred to in section 4 (2)(b) and who is not a member of the Institute of Certified Investment and Financial Analysts; Section 36(1)(d) assumes or uses the title or designatory letters referred to in section 4 (2)(c) and who is not a member of the Institute of Certified Investment and Financial Analysts; Section 36(1)(e) assumes or uses the title "Honorary Fellow of the Institute of Certified Investment and Financial Analysts" and who is not such Honorary Fellow; or Section 36(1)(f) otherwise falsely assumes or uses any title or designatory letters prescribed by the Cabinet Secretary, Section 36(2) A corporate body (whether incorporated in Kenya or elsewhere) which falsely uses any of the titles or designatory lette...

Section 37. Vacancy in membership Section The Council may exercise and perform its functions notwithstanding any vacancy among the members and the validity of any proceedings of the Council shall not be affected by any such vacancy or any defect in the appointment of a member.

Section 38. Appointment of interim managers Section 38(1) Where a member in private practice suffers incapacitation, the Council may appoint a person, in this section referred to as an interim manager, to conduct the professional affairs of that member for a duration not exceeding two years in accordance with the provisions of the Fifth Schedule. Section 38(2) The interim manager appointed under subsection (1) shall be the holder of a practising certificate issued in accordance with the provisions of this Act. Section 38(3) The provisions of the Fifth Schedule shall have effect with respect to an interim manager appointed under this section.

Section 39. Regulations Section The Cabinet Secretary may make regulations prescribing anything which is required to be prescribed under the provisions of this Act.

Section 40. Transitional provision Section Where, in any written law, any reference is made (in whatsoever terms), or is implied as referring to an investment and financial analyst, such reference or implied reference shall be deemed, subject to the provisions of the Capital Markets Act and mutatis mutandis , refer to the holder of a practising certificate, or to the holders of practising certificates, issued pursuant to section 23 of the Act.