The Certified Governance Secretaries Bill, 2026

SPECIALISSUE

Kenya GazetteSupplement No.79 (National Assembly BillsNo.17)

KENYAGAZETTESUPPLEMENT

NATIONALASSEMBLY BILLS,2026

NAIROBL,26thMarch,2026

CONTENT

| Bill for Introduction into theNational Assembly- | PAGE | |----------------------------------------------------|--------| | The Certified GovernanceSecretariesBill,2026 | 733 |

PRINTEDANDPUBLISHEDBYTHEGOVERNMENTPRINTERNAIROBI

THE CERTIFIED GOVERNANCESECRETARIES

BILL,2026

ARRANGEMENTOFCLAUSES

Clause

PARTI-PRELIMINARYPROVISIONS

• 1-Short title.
• 2-Interpretation.

PART CERTIFIED

IIII-INSTITUTE OF GOVERNANCESECRETARIES

3Establishment of theInstitute.

• 4Meetingsof the Institute.
• 5Functions of theInstitute

6Powers of theInstitute.

• 7-Council.
• 8Secretary to the Council.
• 9Membership oftheInstitute.
• 10-FellowoftheInstitute.

11-Full memberoftheInstitute.

12-Associate member of theInstitute.

13-AffiliatememberoftheInstitute.

14-Honoraryfellow.

15-Branch of theInstitute.

16Chiefexecutive officer oftheInstitute.

• 17-Staff of theInstitute.
• 18-Protection from personal liability.

PART IIII-THE CERTIFIED GOVERNANCE SECRETARIESBOARD

19-EstablishmentoftheBoard.

20-Members oftheBoard.

21-Functions oftheBoard.

• 22-Chiefexecutive officer of theBoard.
• 23-Secretary to the Board.
• 24StaffoftheBoard.
• 25-Protection frompersonal liability.

IV-PRACTISE BY CERTIFIED

PART GOVERNANCESECRETARIES

• 26Scope ofpractise as certifiedgovernance secretary.
• 27-Registration ofassociatecertified secretaries.
• governance
• ofcertified governance secretaries
• 28-Registration certificate.
• 29-Licensingofcertified governance secretaries.
• 30Restriction of practise as certified governance
• secretary.
• 31—Registration offirms.
• 32-Annual returns byregistered firm.
• 33Professional fees.
• 34Accreditation to conduct governance audit.
• 35-Registerkeptby theBoard.
• 36Suspension or cancellation of registration byBoard.
• 37—Disqualification fromregistration.

PART V-DISCIPLINE OF CERTIFIED GOVERNANCESECRETARIES

• 38-Professionalmisconduct.
• 39Disciplinary Committee.
• 40—Secretary to theDisciplinary Committee.
• 41—Procedurefor determiningcomplaints.
• 42-Decision of theDisciplinary Committee.
• 43Appeals.

PARTVI-FINANCIALPROVISIONS

• 44Fundsof theInstitute.

• 45-Funds ofthe Board.
• 46Financial year.

47-Annual estimatesoftheInstitute.

48-Annual estimatesoftheBoard.

49Accounts and audit by theInstitute

50Accounts and audit by the Board.

PARTVIIMISCELLANEOUS

51-Offences and penalties.

52-Regulations.

PART VIIIREPEAL,SAVING ANDTRANSITION PROVISIONS

53-Repeal.

54Saving and transition.

SCHEDULES

First Schedule Meetingsof Members of the Institute

Second Schedule Appointment ofMembersof the Council

Third Schedule Conduct of Affairsof the Council

Fourth Schedule Conduct of Affairs of the Board

Fifth Schedule Conduct of Affairs of the Disciplinary Committee

THECERTIFIED GOVERNANCESECRETARIES BILL,2026

A Bill for

AN ACTofParliamentto provide for thedevelopment

andregulation ofthecertified governance secretariesprofession and for connected purposes

ENACTEDby theParliamentofKenya,asfollows-

PARTI-PRELIMINARYPROVISIONS

• 1.This Actmay be cited as the Certified Governance Short titie. Secretaries Act,2026.
• 2.In this Act,unless the context otherwise requires

"associate certified governance secretaries'certificate" means a certificate issued under section 27;

"Board"means the Certified Governance Secretaries Board established under section 19;

"Cabinet Secretary"means the Cabinet Secretary responsible for theNational Treasury;

"certified governance secretary"means a person who offers the servicesspecified under section26;

"certified governance secretaries'certificate"means a certificate issued under section 28;

"Councilmeans the governing council of the Institute constituted under section7;

"DisciplinaryCommittee" means the Committee

established under section 39;

"Examination Board"has the meaning assigned to it

under section2oftheAccountantsAct;

"firm"means an entity offering the services of a certified governance secretary;

"governance"means the structures,policies and controlled and held accountable;

"governance audit"means an independent assessment

of the governance of an entity;

Interpretation

Cap.531.

"Institute"means the Institute of Certified Governance Secretaries established under section 3;and

"licence"means a licence issued under section 29.

PARTIITHEINSTITUTEOFCERTIFIED

GOVERNANCESECRETARIES

• 3.There is established theInstitute of Certified
• Governance Secretaries which shall be a body corporate with perpetual succession and a common seal and,in its corporatename,be capable of
• (a) acquiring or disposing of property;
• (b)borrowing money for the performance of the functions of theInstitute;and
• (c)suing and being sued.
• 4.The meetings of the members of the Institute shall e conducted in accordance with theFirst Schedule.
• 5.The functions of the Institute shall be to
• (a) advise on matters of corporate governance,ethics or administration;
• (b)promote standards ofprofessional competence and practice of the certified governance secretaries profession;
• (c)monitor and evaluate the standards ofpractice of
• the certified governance secretariesprofession;
• (d)provide quality assurance for the practice of the
• certified governance secretaries'profession;
• (e)undertake continuing professional development in thepracticeofthecertifiedgovernance secretaries
• profession;
• (f) develop scorecards,indices and assessments in
• governance;
• (g) advise the Examinations Board on thepolicies for the examination of a person undertaking the
• certifiedgovernance secretaries'course;
• (h)accreditcertified governance secretariesto
• conduct governance audit;

Establishment of the Institute.

Meetingsof the Institute.

Functionsofthe

Institute.

• (i)conduct research on the practise of the certified governance secretaries'profession;
• (i)promote awareness on the certified governance secretaries'profession;
• (k)promote international recognition of the Institute; and
• (l)collaborate with relevant stakeholders in the developmentofthe certified governance secretaries'profession.
• 6.TheInstitute shall have thepower to
• (a) issue guidelines, standards, codes of practice and conduct in the certified governance secretaries
• profession;
• (b)levy fees and subscriptions;
• (c)invest monies;
• (d) confer awards for outstanding service offered to the certified governance secretariesprofession;
• (e) establish such committees as are necessary for the performance ofitsfunctions;
• (f)delegate the exercise of apower or the performance ofafunction to a committee of the
• Institute or toa branch of theInstitute;
• (g)recommend to the Board the suspension or cancellation of registration ofa member of the Institute for non-payment of the subscription fee;
• and
• (h) do such acts as are necessary for the proper
• performance of its functions.
• 7.(l) The Institute shall be governed by the Council Council. of theInstitute.
• (2)The Council shall consist of
• (a)a chairperson;
• (b)five members of theInstitute one ofwhom shall be a representative of all the branchesof the Institute;
• (c)a person nominated by the Cabinet Secretary;

Powersof the

Institute

• (d) the Registrar of Companies;
• (e)a person nominated by the Examinations Board;
• and
• (f) the chiefexecutive officer of the Institute.
• (3)The members of the Council shall be appointed in accordance with the procedure set out in the Second
• Schedule.
• (4) The conduct of the affairs of the Council shall be
• as set out in the Third Schedule.
• 8.(l) There shall be a secretary to the Council who shall be appointed by the Council through a competitive and transparent process,on such terms as the Council may determine.
• (2) The secretary to the Council shall be a full member
• of theInstitute in good standing.
• 9.Themembership ofthe Institute shall comprise
• (a) fellows,who may represent themselves as "Fellows of the Institute"and may use the designatory letters"FCGS"";
• (b) full members,who may represent themselves as
• "Full Members of the Institute"and may use the designatory letters"CGS";
• (c)associate members,who may represent themselves as"Associate Members of the Institute"and may use the designatory letters"ACGS";and
• (d) affiliate members,who may represent themselves as"Affiliate Members of the Institute"and may use the designatory letters"AGS"
• 10.(1) A person is eligible to be invited tobe a fellow oftheInstitutewhere thatperson
• (a) is a full member of the Institute;
• (b)has been a member in good standing with the
• Institute for atleast tenyears;and
• (c)has rendered exemplary service to theInstituteor the certified governance secretariesprofession.

Secretary to the Council.

Membershipof

Institute.

Fellowofthe Institute.

• (2)A person who has met the requirements specified under subsection(1) may apply in the prescribed manner to be admitted asa fellow of theInstitute.
• (3)A full member of the Institute who is in good standing may nominate in the prescribed manner a person who has met the requirements specified under subsection (1)tobeadmitted asa fellow oftheInstitute.
• (4) Upon being satisfied with an application under subsection (2) or the nomination under subsection (3),the Institute shall issue a certificate ofadmission to be a fellow ofthe Institute.
• (5)A certificate issued under subsection (4) shall be
• valid,unless suspended by a decision of the Institute.
• (6)The Institute may restore the validity ofa
• certificate that has been suspended under subsection (5) where the fellow of the Institute has complied with a decision of the Council regarding the reasons for the suspension.
• 11.(1) A person may be registered asa full member of
• the Institutewhere the person
• (a)is an affiliate member or associate member of the Institute;
• (b) is ingood standing with the Institute;
• (c)has achieved the industry experience prescribed by the Council;and
• (d)has undergone professional training as prescribed
• by the Council.
• (2)A person who meets the requirements specified under subsection (l) and wishes to be registered as a full member of theInstitute shall apply to the Institute in the prescribed manner forregistration.
• (3)Upon being satisfied with an application made under subsection (2), the Institute may issue a certificate of registration as a full member of the Institute to the applicant.
• (4) Acertificate issued under subsection (3) shall be
• valid,unless suspended or cancelled upon a directive of the Disciplinary Committee.

Full member of

Institute,

• (5) The Institute may restore the validity ofa certificate that has been suspended or cancelled under subsection(4) where the affected member has complied with a directiveof the Disciplinary Committeeora decision of the Institute regarding the suspension or cancellation.
• 12.(1)A person may be registered as an associate member of the Institute where that person holds a valid
• associate certifiedgovernance secretariescertificate.
• (2)A person who meets the requirementsof subsection (l) and wishes to be registered as an associate member of the Institute shall apply to the Institute in the prescribed mannerfor registration.
• (3)Upon being satisfied with an application under subsection (2), the Institute may issue a certificate of registration as an associate member of theInstitute to the applicant.
• (4)A certificate issued under subsection(3) shall be valid,unless suspended or cancelled upon a directive ofthe
• Disciplinary Committee or a decision of the Institute.
• (5)The Institute may restore the validity ofa
• certificate that has been suspended under subsection (4) where the affected member complieswith a directiveofthe Disciplinary Committee or a decision of the Institute regarding the suspension or cancellation.
• (6) An associate member of the Institute shall be entitled to access to training,networking opportunities, continuous professional development activities,
• professional support,and career support from theInstitute.
• (7)An associate member of theInstitute shall not-
• (a) be appointed to,vie for or vote for an elective or
• appointiveposition under this Act;or
• (b)move or vote for a motion at a general meeting of
• the Institute.
• 13.(l) A person may be registered as an affiliate
• member of theInstituteif thatperson
• (a)holds a Bachelorsdegree from a university
• recognised in Kenya;and

Associate member ofthe Institute.

Affiliate member

of the Institute

• (b) has acquired at least ten years of experience in offeringthe servicesreferred toin section26.
• (2)A person who has the qualifications specified under subsection (l) and wishes to be registered as an affiliatememberof the Institute shall applyto theInstitute in theprescribed manner forregistration.
• (3) Upon being satisfied with an application under
• subsection (2),the Institute may issue a certificate of registration as an affiliate member of the Institute to the applicant.
• (4)A certificate ofregistration as an affiliate member ofthe Institute issued under subsection (3) shall be valid unless suspended or cancelled upon a directive issued by
• theDisciplinary Committeeora decision of theInstitute.
• (5)The Institute may restore the validity ofa certificate suspended under subsection (4)where the affected member has complied with a directive of the Disciplinary Committee or a decision of the Council regarding the suspension or cancellation.
• (6)An affiliate member of the Institute shall be entitled to access to training,networking opportunities, continuous professional development activities, professional support and career support,offered by the Institute.
• (7)An affiliatememberoftheInstitute shall not-
• (a)practise as a certified governance secretary;
• (b) be appointed to,vie or vote for an elective or
• appointive position under this Act:or
• (c)move orvote for a motion at a general meeting of the Institute.
• 14.(1) Where the Council considers that a person who isnot a member of the Institute hasrendered outstanding secretaries'profession,the Council may confer upon that
• services to the Institute or the certified governance person thestatusof anhonorary fellow of theInstitute.
• (2)An honorary fellow shall not be a member of the Institute.

Honoraryfellow

• 15.(1) The Council may,pursuant to a resolution
• made at an annual general meetingof the Institute,establish such branches asmay benecessary for theperformanceof its functions.
• (2) The resolution made under subsection (l) shall provide for theoperationsof abranchof theInstitute.
• (3)Eachbranch oftheInstitute shall-
• (a) address issues relating to the welfare of the
• certified governance secretaries practicing in its jurisdiction;
• (b) inform the Council of any matter that requires the engagement of the Council or stakeholders;and
• ()perform such other function of the Institute as may
• bedelegated to thebranch by the Council.
• 16.(l) There shall be a chief executive officer of the Institute who shall be appointed by the Council from among the full members of the Institute in good standing through a competitive and transparent process,on such terms as the Council may determine.
• (2)The chiefexecutive officer of the Institute shall be responsiblefor theday-to-daymanagementof theInstitute.
• (3) The chief executive officer of the Institute shall maintainaregister ofall themembersof the Institute.
• (4) The chiefexecutive officer of the Institute shall be an ex-officio member of the Council and shall notvote at anymeetingoftheCouncil.
• (5)The chief executive officer of the Institute shall serve for a term of five years and shall be eligible for
• reappointmentforonefinal term offiveyears.
• 17.(1) The Institute may appoint such members of staff as may be necessary for the proper discharge of its functions.
• (2)The persons appointed under subsection (1) shall
• serve on the terms specified in the instrument of appointment.

Branch of the

Institute.

Chiefexecutive

officer of the Institute.

Staffofthe Institute.

• 18.(1) Where an act is done by a member of the Council,a member of staff of the Institute or an agent of the Institute,and if the act is done in good faith in performing the functions or exercising the powers of the Institute,thememberofthe Council orstaffoftheInstitute, or agentof the Institute shall notbepersonally liableto any action,claim or demand.
• (2) Subsection (1) shall not relieve the Institute of the performance of the functionsor exercise of thepowers of
• liability to pay damages for any injury or losscaused in the the Institute.

PARTIII-THE CERTIFIEDGOVERNANCE SECRETARIESBOARD

• 19.There is established the Certified Governance
• Secretaries Board which shall be a body corporate with perpetual succession and a common seal and in its corporate name be capable of
• a)
• acquiring and disposing ofproperty;
• (b)
• (c)
• suing and being sued;
• borrowing money for the performance of its functions;and
• (d)doing such other thing as may be done by a body corporate.
• 20.(1) The Board shall consist of
• (a)four full members of the Institute in good standing nominated by the Council;
• (b) oneperson nominated by the Examination Board;
• (c)one representative of the National Treasury;
• (d)one person nominated by the Commission for
• University Education;
• (e)one person nominated by the Public Service Commission;
• (f) one person nominated by theAttorney-General;
• and
• (g) thechief executive officer of the Board.
• (2) The members of the Board shall be appointed by the Cabinet Secretary by a notice published in the Gazette.

Protection from personal liability.

Establishmentof

theBoard

Membersof the Board.

• (3)The President shall appoint the chairperson of the
• Board from amongst themembersoftheBoard by anotice published in theGazette.
• (4) The Cabinet Secretary shall appoint the vicechairperson of theBoard from amongst themembers of the Board by a noticepublished in the Gazette.
• (5)EachmemberoftheBoard shall servefora term of threeyears and shall be eligible forre-appointment for one finalterm.
• (6)The office of a member of the Board shall become
• vacant where themember-
• (a) dies;
• (b) is removed from office on the grounds specified in subsection(7);or
• (c)resigns.
• (7)A member of the Board may be removed from office where themember-
• (a)is adjudged bankrupt;
• (b) is convicted for an offense involving dishonesty or
• fraud;
• (c)is unable to perform functions of the office due to mental or physical incapacity;
• (d) does not attend fifty per cent of themeetingsof the Board in a year;or
• (e)is held liable for professional misconduct by the Disciplinary Committee.
• (8) The vice-chairperson of the Board shall perform the functions of the chairperson of the Board wherea vacancy in the office of the chairperson occurs.
• (9)The conduct of the affairs of the Board shall be as set out in the FourthSchedule.
• 21.Thefunctions of theBoard shall be to-
• (a)register certified governance secretaries and firms;
• (b)maintaina register of certified governance
• secretaries and firms;

Functions of the

Board.

• (c) issue certified governance secretaries'certificates;
• (d) issue associate certified governance secretaries
• certificates;
• (e) suspend or cancel the registration of associate certified governance secretaries, certified governancesecretaries or firms on the recommendation of the Council or theDisciplinary Committee;
• f)promote thedevelopmentofthe certified governance secretaries'profession;and
• (g)advise the Council on the standards of practise in the certifiedgovernance secretariesprofession.
• 22.(1)There shall be a chief executive officer of the competitive and transparent process on such terms as the
• Board who shall be appointed by the Board through a Board may determine.
• (2)Aperson is qualified to be appointed under subsection (1) if that person is a full member of the Instituteingood standing.
• (3) The person appointed as the chiefexecutive officer
• under subsection(l) shall
• (a) be responsible for the day-to-day management of the Board;and
• (b)perform such other duties as the Board may direct.
• (4)The chief executive officerappointed under subsection (l) shall serve for a term of five years and shall beeligible for reappointment for one final term of five years.
• 23.(1) There shall be a secretary to the Board who shall be appointed by theBoard through a competitive and transparent process on such terms as the Board may determine.
• (2)The secretary to the Board shall be a full member
• of the Institute ingood standing.
• 24.(1) The Board may appoint such persons as
• members of staff as may be necessary for the proper discharge of its functions.

Chiefexecutive officer of the Board

Secretary to the

Board.

StaffoftheBoard

• (2) The persons appointed under subsection (l) shall

2. serve on the terms as specified in the instrument of appointment. 3. 25.(1) Where an act is done by a member of the 4. Board,staff of theBoard or agentofthe Board,and if the act is done in good faith in performing the functions or exercising the powers of the Institute,the member of the Board,staff or agent shall not be personally liable to any action,claim or demand.

• (2) Subsection (l) shall not relieve the Board of the liability to pay damages for any injury or loss caused in the performanceof the functions or exercise of the powers of the Board.

PARTIV-PRACTISEBYCERTIFIED GOVERNANCESECRETARIES

• 26.(1) A person is deemed to practise as a certified
• person,in consideration of remuneration or other benefits received or to be received,and whether alone or in partnershipwith any otherperson
• (a)represents himself or herself or is engaged as a
• governance secretary,governance auditor, shares registrar, company secretary, corporation secretary, council secretary,board secretary, commission secretary, trust secretary or governance officer;
• (b)certifies a statutory document for the incorporation, registration, deregistration,
• dissolution,striking offorwinding up ofan entity;
• (c)certifies astatutory return or register for submission to therelevant authority;
• (d)certifies a document effecting a statutory change in
• the ownership and governance of an entity;
• (e)keeps custody and accounts for the use of the
• corporate seal of an entity;
• (f)offers a corporate secretarial and advisory service on the procedure for conducting themeetings ofan
• entity;

Protection from

personal liability

Scope ofpractise as certified governance secretary

• (g)certifies the governance part of the annual report
• ofan entity;
• (h) certifies a governance performance assessment report;
• (i certifies a governance audit report or governance
• audit opinion;
• (i) certifies a report on the status of governance, sustainability,ethics or integrity for submission to the relevant authority;
• (k)offers advisory or consultancy in prescribed governance or sustainability services;or
• 1performs suchotherdutiesof acertified governance secretary as may beprescribed under
• any other written law.
• (2)Where an entity or a person is authorised under a written law tooffer the services referred tounder subsection (1),that entity or person shall not be deemed to practise as a certified governance secretary if the services are offeredonly by reason ofperforming the functions
• specified in thatwritten law.
• (3)Where an employee ofa certified governance secretary offers the services referred to under subsection (1),the employee shall not be deemed to practise as a the services in his or her capacity as an employee.
• 27.(l)A person qualifies to be registered as an associate certified governance secretary if that person has been awarded acertificate by theExaminations Board upon completion ofa certified governance secretaries'course.
• (2)A person who satisfies the requirements of
• subsection (l)and wishes to be registered as an associate certified governance secretary may apply to the Board for registration.
• (3) An application under subsection (2) shall be in the prescribedform and accompaniedby theprescribedfee.
• (4) Upon being satisfied with an application made under subsection (2), the Board may issue the applicant with an associate certified governance secretaries certificate.

Registration of ussociale certified governance secretaries.

• (5)A certificate issued under subsection(4) shall be
• valid,unless suspended or cancelled by the Board upon a directive oftheDisciplinary Committee or Council.
• (6)The Board may restore the validity ofa certificate that has been suspended or cancelled under subsection (5) where the associate certified governance secretary has compliedwith a directiveof theDisciplinary Committee or the decision ofthe Council.
• 28.(1) A person may be registered as a certified
• governance secretary where theperson has-
• (a)a valid associate certified governance secretaries certificate;and
• (b)received instructions of such nature and period as
• maybeprescribed by the Council.
• (2)A person may be registered as a certified governance secretary where the person-
• (a)is an affiliatemember of the Institute;
• (b)has been a member in good standing with the
• Institute for atleast twoyears;
• (c)obtains the continuous professional development points recommended by the Council;and
• (d)has successfully completed a course approved by the Council.
• (3)A person who satisfies the requirementsof subsection(1) or subsection (2) and wishes to be registered as a certified governance secretary shall apply to theBoard forregistration.
• (4)An application under subsection (3) shall be made in the prescribed form,and accompanied by relevant supporting documents and theprescribedfee.
• (5) Upon being satisfied with an application under subsection (2),the Board may issue the applicant with a
• certified governance secretaries'certificate.
• (6)A certificate issued under subsection (5) shall be valid,unless suspended or cancelled by the Board upon a directive issued by the Disciplinary Committee or the
• decision ofthe Council.

Registration of certified governance secretaries

• (7)The Board may restore thevalidity ofa certificate that has been suspended or cancelled under subsection (6) where the certified governancesecretary hascomplied with the directiveofa Disciplinary Committee or decision of the Council.
• 29.(l) A person whowishes to practise as a certified
• governance secretary shall apply to the Institute fora licence.
• (2)An application under subsection (1) shall be in the prescribedform and accompaniedby theprescribed fee.
• (3) Upon being satisfied with an application under subsection(1),the Institute may issue the applicant with a licence.
• (4)A licence issued under subsection (3) shall expire
• on the thirty-first day ofDecember in the year it was issued.
• (5) A licence issued under subsection (3) may be suspended or cancelledby theInstitute upon a directive of theDisciplinary Committee.
• (6)TheInstitute may restore the validity ofa licence that has been suspended or cancelled under subsection(5) where thecertifiedgovernancesecretaryhascompliedwith a directive oftheDisciplinary Committee.
• 30.(l) A person shall not practise as a certified governance secretary unless that person holds a valid certified governance secretaries'certificate anda licence.
• 2)Aperson who contravenes subsection(l) commits
• an offence and is liable,on conviction,to a fine not exceeding one million shillings or to imprisonment fora period not exceeding oneyear,or to both.
• 31.(1)A firm qualifies to beregistered to offer the servicesreferred to in section 26 where each partner or shareholder of the firm is practising as a certified
• governance secretary.
• (2)A firm which has the qualifications set out in subsection(l) may apply to theBoard forregistration.
• (3)An application under subsection (2) shall be in the prescribed form and accompaniedby theprescribed fee.

Licensing of certified governance secretaries.

Restrictionof

practise as certified governance secretary

Registrationof firms

• (4)Upon being satisfied with an application under
• subsection (2),the Board may issue a certificate of registration to thefirm.
• (5)A certificate issued under subsection (4) shall be valid,unless suspended or cancelled by the Board upon a directiveissuedby theDisciplinary Committee.
• (6)The Board mayrestore the validity ofa certificate that has been suspended or cancelled under subsection (5) where the firmhas complied with the directiveof the Disciplinary Committee.
• 32.(1)A firm registered under section 31 shall submit
• annual returns to theBoard.
• (2) The Board may prescribe the content of an annual
• returns and manner ofthesubmissionof thereturn.
• 33.(1) The Council may,with the approval of the Cabinet Secretary,prescribe the minimum professional fees chargeable by a certified governance secretary for services rendered.
• (2)A client and a certified governance secretary may higher than the professional fees prescribedunder subsection (l) and such agreement shall be valid and binding on the client and the certified governance secretary.
• 34.(1) A certified governance secretary shall not conduct a governance audit unless the certified governance
• secretaryhasbeen accreditedby theInstitute.
• (2) The Council may prescribe the procedure for the accreditation of certified governance secretaries under subsection(1).
• 35.(l) The Board shall maintain a register which shall contain the details and statusofthe-
• (a)associate certified governance secretaries registered under section 27;
• (b) certified governance secretaries registered under
• section28:and
• (c)firms registered under section 31.

Annual retums by registered firm

Professional fees

Accreditation to conduct governance audit.

Register kept by the Board

• (2) The register may be inspected,and copies of any part of the register made,by anyperson authorised by the chief executive officerof the Board onpayment of such fees as may beprescribed by theBoard.

2. 36.(1) The Board may suspend or cancel the registrationofa certified governancesecretary or firm- 3. (a)on a directive issued by the Disciplinary 4. Committee; 5. (b)on the recommendation of the Council under section 5(g); 6. (c)where,in relation to a registered firm,a partner or 7. shareholder of the firm isdisqualified under section 37;or 8. (d)where the certified governance secretary iS 9. disqualified from registration under section37. 10. (2)Before suspending or cancelling a registration of a certified governance secretary or a firm under subsection (1)c)or(d),the Board shall give that certified governance secretary or firm anopportunity to beheard. 11. (3)The Institute may,on the recommendation of the Board,restore a suspended or cancelled registration upon the certified governance secretary or firm fulfilling the conditions imposed by the Board for therestoration ofa suspended or cancelled registration. 12. 37.A person shall not be qualified to be registered by 13. theBoard or Institute if thatperson 14. (a) is convicted of an offence involving fraud or dishonesty;or 15. (b) is adjudged bankrupt.

PARTVDISCIPLINEOFCERTIFIED

GOVERNANCESECRETARIES

• 38.A certified governance secretary commits an act of professional misconduct if that certified governance
• secretary-
• (a) allows another person to practise in the name of the certifiedgovernance secretary;

Suspension or cancellation of registration by Board.

Disqualification fromregistration

Professional

misconduct.

• (b)pays,agrees to pay,or permits payment to a personwho isnota certifiedgovernance secretary or to a retired partner of a firm,any share, commissionorbrokerage out ofthefees orprofits of the certified governance secretary for services offered or rendered by the certified governance
• secretary;
• (c) discloses information acquired in practising asa certified governance secretary to any person without the consent oftheclient unless otherwise requiredby anywrittenlaworanorderofa court;
• (d) certifies or submits,in the name of the certified governance secretary or the firm of the certified governance secretary,a report ofstatutory returns or thecompletion ofsuch statutoryreturns and the related records,which have notbeen madeby the certified governance secretary or a partner of the
• firm of the certified governance secretary;
• (e) does not disclose in a statutory return or record a material fact known to the certified governance secretary where disclosure of that fact is necessary to ensure that the statutory return or record is not misleading;
• (f)does not disclose a conflict of interest while offering the services of a certified governance
• secretary;
• (g)does not adhere to guidelines, standards,or codes ofpractise and conduct in the certified governance secretaries'profession issued by the Council under
• section5(a);
• (h) does not account for clientsfunds;or
• (i includes particulars in any statement, return or form submitted to the Council,knowing them to
• be false.
• 39.(l)There is established a Disciplinary Committee which shallhear and determinecomplaints ofprofessional
• misconduct made against a certified governance secretary.
• (2)The Disciplinary Committee shall consist of the following members who shall be appointed by the Council-

Disciplinary Commitlee.

• (a)four full members of the Institute in good standing who practise as certified governance secretaries;
• (c)one person nominated by the Attorney-General;
• (b) one person nominated by the Cabinet Secretary;
• and
• (d)one person nominated by theInstituteof Human Resource Management and who does not practise
• as certified governance secretary.
• (3)The fourmembersof theDisciplinary Committee in section(2)(a) shall beelected at a general meetingof the Institute before their appointment.
• (4) The members of the Disciplinary Committee appointed under subsection (2)(a) shall serve for a term of
• three years and shall be eligible for a re-appointment for one final term of three years,subject to re-election under subsection (3).
• (5) The chairperson of the Disciplinary Committee shall be selected by the Council from amongst the four members of the Disciplinary Committee appointed under subsection(2)(a).
• (6)The chairperson of the Disciplinary Committee shall be-
• a full member of the Institutein good standing for at least ten consecutive years;and
• a fellow ofthe Institute.
• 7)The office of a member of the Disciplinary Committee appointed under subsection(2)(a) shall become vacant where theperson—
• (a) dies;
• (b) is removed from office on the grounds specified in
• subsection(8);or
• (c)resigns.
• (8)A member of the Disciplinary Committee may be removedfromofficewhere theperson-
• (a) is adjudged bankrupt;
• (b)is convicted for anoffence involving dishonesty or fraud;

• (c)is unable to perform functions of the office due to
• mental or physical incapacity;
• (d) doesnot attend fifty percent of the deliberations of
• the Disciplinary Committee in a year;or
• (e)is held liable for professional misconduct by the Disciplinary Committee.
• (9)Where a vacancy occurs under subsection (7) the vacancy shall be filled atthenext general meetingof the Institute.
• 40.(l) There shall be a secretary to the Disciplinary Committee who shall be appointed by the Council through a competitive and transparent process and on such terms as the Council may determine.
• (2)The secretary tothe Disciplinary Committee
• shall
• (a)be a full member of the Institute in good standing;
• (b) attend all the deliberations of the Disciplinary Committee and shall notvote at any of the deliberations;and
• (c)maintain a register of all the complaints submitted to,heard and determined by the Disciplinary
• Committee.
• 41.Acomplaintsubmitted totheDisciplinary Committee shall be heard and determined in accordance
• with theprocedureset outin theFifthSchedule.
• 42.(1) In determining a complaint,the Disciplinary Committeemay makethefollowingdecisions-
• (a)dismiss the complaint;
• (b) direct the Board to cancel the registration of the certified governance secretary whose conduct is the subject of the complaint;
• (c)direct theBoard to suspend theregistration of the certified govermance secretary whose conduct is the subjectof the complaint for a period not exceeding twoyears;
• (d)direct the Board to cancel the registration ofa firm;

Secretary to the Disciplinary Committee.

Procedure for determining complaints.

Decision ofthe Disciplinary Commitee

• (e) direct the Board to suspend the registration of a firm foraperiodnotexceedingtwoyears;
• (f) direct the Institute to revoke the licence of the certified governance secretary whose conduct is
• the subjectofthecomplaint;
• (g) direct the Institute to suspend the licence of the certified governance secretary whose conduct is the subject of the complaint for aperiod not exceeding theremainderof thevalidity of the
• licence;
• (h) direct the Institute to suspend the membership of the certified governance secretary whose conduct is the subjectof the complaint fora period not exceedingtwoyears;
• (i)reprimand the certified governance secretary whose conduct is the subject of the complaint;
• (i) direct the certified governance secretary whose conduct is the subject of thecomplaint to pay the
• Institute a finenot exceeding onemillion shillings;
• (k)direct the certified governance secretary whose conduct is the subject of the complaintto compensate the complainant an amount not
• exceeding one million shillings;
• )recommend thecertified governance secretary whose conduct is the subject of the complaint undertake training at their cost,of such nature at such institute as may be determined by the
• Disciplinary Committee;or
• (m) recommend that the certified governance secretary whose conduct is the subject of the complaint
• undergoesmentorship from a certified governance secretarywhohas compliedwith section 29.

Appeals

• 43.Apersonaggrieved bya decision of the Disciplinary Committee may,within thirty days from the dateof thedetermination oftheDisciplinary Committee,
• appeal against that decision to theHigh Court.

PARTVI-FINANCIALPROVISIONS

• 44.Thefundsof theInstitute shall comprise of
• (a) such fees and subscriptions that may accrue to the Institute in the course ofperforming the functions orexecuting thepowers of theInstitute;
• (b)such feespayable to theDisciplinary Committee;
• (c)finespayable upon determination of complaintsby theDisciplinary Committee;and
• (d)grants,gifts and donations to the Institute for the purpose ofperforming the functions or executing thepowers oftheInstitute.
• 45.Thefundsof theBoard shall comprise of
• (a)money appropriated by the National Assembly for
• thepurposeoftheBoard;
• (b) fees that may accrue to the Board in the course of performing its functions under the Act;and
• ()grants,gifts and donations to the Board for the purposeofperformingthefunctionsof theBoard.
• 46.(1)The financial year of the Institute shall be the period of twelve months ending on the 3lst December in each year.
• (2)The financialyearoftheBoard shall be theperiod of twelve months endingon the3Oth June ineachyear.
• 47.At least threemonths before the commencementof the financial year, the Council shall cause to be prepared the estimates of therevenue and expenditure of theInstitute for the financial year.
• 48.(1)At least three months before thecommencement of the financial year,the Board shall cause to be prepared the estimates of therevenue and expenditure of the Board.
• (2)The annual estimates shall be approved by the Board before the commencement of the financial year to which they relate and after the approval,the annual estimates shall not be increased without prior consent of
• the Board.
• (3) No expenditure shall be incurred for thepurposes of theBoard exceptin accordancewith the annual estimates approvedunder subsection(2).

Funds of the Institute.

Funds ofthe Board.

Financial year.

Annual estimates ofthe Institute.

Annual cstimates oftheBoard.

• 49.(1) The Council shall cause to be kept proper books ofaccountsoftheincome,expenditure,assetsandliabilities ofthe Institute.
• (2)Withina period of three months after theend of
• each financial year,the Council shall submit to the general meeting of the Institute accounts of the Institute,in respect ofthatyear,together with
• (a)a statement ofincome and expenditure during that financial year;and
• (b)a statement of the assets and liabilities ofthe
• Institute on the last dayof thatfinancialyear.
• 50.(1) The Board shall keep proper books of accounts of the income,expenditure,assets and liabilities of the
• Board.
• (2)The accounts of the Board shall be audited and reported upon in accordance with the provisions of the PublicAudit Act.
• (3) The Board shall,within three months from the end of the financial year to which the accounts relate,submit to the Auditor General,the accounts of the Board together
• with
• (a)a statement ofincome and expenditure during the year;
• (b)a statement of the assets and liabilities of the
• Board asofthelastday of thatyear;
• (c)a cash flowstatement for thefinancialyear;and
• (d) any other statements and accounts that may be necessary to fully disclose the financial position of the Board.

PARTVII-MISCELLANEOUS

• 51.(1)A personwho-
• (a)represents himself or herself as a"fellow of the Institute"or uses the designatory letters "FCGS" and has not been conferred such status by the Institute;
• (b) represents himself or herself as a "full member of the Institute"or uses the designatory words "CGS"
• andhasnotbeenregistered as such by theInstitute;

Accounts and audit bythe Institute. Cap.412B.

Accounts and audit by the

Board. Cap.412B

Cap412B.

Offences and penalties,

• (c)representhimself or herself asa"Associate Members of the Instituteor uses the designatory letters"ACGS"and has not been registered as such by theInstitute;and
• (d)represent himselfor herself asa"Affiliate Members of theInstitute"or uses the designatory letters "AGS"and has not been registered as such by the Institute;or
• (e)represents himselfor herself as an"honorary fellow of the Institute"and has not been conferred such status by theInstitute,

commits an offence and is liable,on conviction, to a fine not exceeding five hundred thousand shillings or to imprisonmentfor a termnotexceedingoneyear,orboth.

• (2)Where a firm
• (a)offers the servicesof a certified governance secretary without being registered under section 31;or
• (b) fails to submit annual returns in accordance with section32,

the firm commits an offence and is liable,on conviction,to a fine not exceeding two million shillings.

• (3)Aperson who makesa misleading statement in any application under thisAct commits an offence and is liable. on conviction,to a fine not exceeding five hundred thousand shillings or imprisonment for a term not exceedingsixmonths,or to both.
• 52.The Cabinet Secretary may,in consultation with the Institute,make regulations to give effect to this Act.

PARTVIII-REPEAL,SAVINGANDTRANSITION

PROVISIONS

• 53.The Certified Public Secretaries of Kenya Act is repealed.
• 54.(1) Despite section 53-—
• (a)any practicing certificate issued under section 17 of the repealed Act shall be deemed to bea certified governance secretary certificate;

Regulations.

Repeal Cap534

Savingand transition.

• (b)any certified public secretary registered under section19 of therepealedActshall be deemed tobe a certified governance secretary registered under this Act;
• (c)any person who was a member of the Institute of Certified Public Secretaries of Kenya under the repealed Act,shall at commencementof thisAct be
• a full member ofthe Institute;
• (d) any person who was a fellow ofthe Institute of Certified Public Secretaries of Kenya under the repealed Act,shall at commencementof this Act be a fellow ofthe Institute;
• (e)any person who was an honorary fellow of the Institute of Certified Public Secretaries of Kenya under the repealed Act,shall at commencement of thisActbe an honoraryfellow oftheInstitute;
• (f)any person who offers the services referred to in section 26,shall obtain a valid certified governance secretaries'certificate and a licence within twelve months after the commencement of this Act;
• under the repealed Act shall continue to occupy such position for the remainder of theunexpired termofoffice;and
• (h) any person serving as the chief executive officer of the Instituteof Certified Public Secretaries of Kenya under the repealed Act shall continue to occupy such position for the remainder of the unexpired term ofoffice.
• (2) In this section "repealed Act"means the Certified Cap.534
• PublicSecretaries ofKenya Act.

FIRST SCHEDULE

(s.4)

MEETINGSOFMEMBERSOFTHEINSTITUTE

• 1.An annual general meeting of the Institute shall be held within six months after the endofeach year.
• 2.A special general meeting of the Institute shall be held at any time upon awrittenrequestmadeto the Council andsignedbyat leastfiftyfull
• members ofthe Institute.
• 3.(1) A meeting of the Institute shall be convened by the Council by issuing to everymember of the Institute awrittennotice
• (a)stating the mode and time when,the meeting is to be held;and
• (b)indicating the business which is proposed to transacted at the
• meeting.
• (2)The notice subparagraph (1)shall be issued at least twenty-one daysprior to the date onwhich themeeting is tobeheld.
• 4.(1) The chairperson of the Council shall preside at all meetings of the Institute.
• (2)At a meeting of the Institute at which the chairperson is not present,the vice-chairperson of the Council shall preside.
• (3)At a meeting of the Institute at which neither the chairperson nor the vice- chairperson of the Council is present,the members of the Council presentat themeeting shall electoneof their members topreside.
• 5.(1)The quorum of a meeting of the Institute shall be thirty full members of the Institute.
• 6.(1)No business shall be transacted at a meeting of the Institute unless--
• (a) the business is indicated in the notice convening the meeting as business which it isproposed to be transacted;or
• (b)in the case of business not so indicated, the members present in
• themeetingvote to transact thebusiness.
• (2) Minutes of the meetings of the Institute shall be kept in such manner as the Council may direct.
• 7.The person presiding at a meetingof the Institute may adjourn the meeting with the consent of the members present in the meeting.

• 8.(1) Questions arising at a meeting shall be determined by a majority ofthefull membersof theInstituteingood standing.
• (2)Voting on any question shall be by a show of hands or electronically as determined bythepersonpresiding at themeeting.
• (3)Voting may be done either personally or by proxy appointedin writing.
• (4) An instrument appointing a proxy for the purposes of subparagraph (3) shall be in writing and shall be deposited with the certified governance secretary to the Council atleast two daysbefore the dateof the meeting ofthe Institute.
• (5) The person presiding at a meeting of the Institute shall have a
• deliberativevote,and,in theeventofan equalityofvotes,alsoshall have acastingvote.

SECONDSCHEDULE

(s.7(3))

APPOINTMENTOFMEMBERSOFTHECOUNCIL

• 1.(l) The chairperson of the Council shall be elected at an annual general meeting.
• (2)The chairperson of the Council shall hold office for a single term oftwoyears.
• 2.(1)Each of the fivemembers of the Council referred to in section 7 (2)(b) shall be elected at an annual general meeting.
• (2)Amember of the Council elected pursuant to subparagraph (1) holdsoffice fora term of threeyearsandshall be eligiblefor a re-election for one further term,unless the member of the Council ceases to hold
• office.
• 3.(1) The office of the chairperson of member of the Council shall becomevacantwhere theperson-
• (a) dies;
• (b) has been removed from office on the grounds specified in paragraph 4;or
• (c)resigns.
• 4.The chairperson or a member of the Council shall become may be removed from officewhere theperson-
• (a)is adjudged bankrupt;
• (b)is convicted for an offence involving dishonesty or fraud;
• (c)is unable to perform functions of the office due to mental or physical incapacity;
• (d) does not attend fifty percent of the meetings of the Council in a year,or
• (e) is held liable for professional misconduct by the Disciplinary Committee.
• 5.(1) Where a vacancy occurs under paragraph 3 the vacancy shall
• befilled at thenext annual general meetingof the Institute.
• (2)A member of the Council who ceases to hold office is eligible for election.

THIRDSCHEDULE

(s.7(4)

CONDUCT OFAFFAIRSOFTHECOUNCIL

• 1.The quorum at meetings of the Council shall be five members.
• 2.The Council may determine its own procedure relating to its meetings.
• 3.The person presiding at a meeting of the Council shall have a deliberative vote,and,in the event of an equality ofvotes,shall have a
• castingvote.
• 4.The minutes of a meeting of the Council shall be kept in such manner as the Council directs.

FOURTHSCHEDULE

(s.20(9))

CONDUCT OFAFFAIRSOFTHEBOARD

• 1.The quorum at meetings of the Board shall be five members.
• 2.The Board may determine its own procedures relating to its
• meetings.
• 3.The person presiding at a meeting of the Board shall have a deliberative vote,and,in the event of equality of votes, shall have a
• casting vote.
• 4.The minutes of a meeting of the Board shall be kept in such
• manner as the Board directs.

FIFTHSCHEDULE

(S.41)

CONDUCTOFAFFAIRSOFTHEDISCIPLINARYCOMMITTEE

• 1.Wherea complaint has been lodged,the certified governance secretary to theDisciplinary Committeeshall submitthecomplaintto the Disciplinary Committee.
• 2.(1) The certified governance secretary to the Disciplinary
• Committee shall notify the parties to a complaint of the date,time and placefor thehearingof thecomplaint.
• (2) On the lapse of the period under subparagraph (1) the certified governance secretary to the Disciplinary Committee shall issue anotice in writing to theparties to thecomplaint of the date,time andplacefor the hearingofthe complaint.
• (3)The notice under subparagraph (2) shall be issued at least fourteen
• daysbefore the dateof the hearingof thecomplaint.
• 3.The parties to a complaint may appear for a hearing of the
• complaint inperson ormay berepresented by an advocate.
• 4.(1) At a hearing of a complaint,the Disciplinary Committee may-
• (a)administer oaths;
• (b) summon persons to attend and give evidence;and
• (c)ordertheproduction ofrelevantdocuments.
• (2) Orders and summons of the Disciplinary Committee shall be
• issuedinwritingby thechairperson of theDisciplinary Committee.
• (3) The Disciplinary Committee may impose a fine not exceeding five thousand shillings to aperson servedwith summonsunder paragraph
• 4 (1) (b)who,without reasonable excuse,does not attend the hearing.
• 5.(1)At a hearing ofa complaint the-
• (a) procedure followed shall be determined by the Disciplinary
• Committee;and
• (b)Disciplinary Committee shall not be bound by the Evidence Act.
• Cap.80
• (2)The certified governance secretary to theDisciplinary Committee
• shall record of theproceedingsof the hearing.

• 6.The quorum for the determination ofa complaintby the
• Disciplinary Committee shall be four members.
• 7.(l) The determination of the Disciplinary Committee on a complaint shall bebyamajorityof thememberspresent.
• (2)In making a determination under sub-paragraph (1),the chairperson of the Disciplinary Committee shall have a deliberative vote,and,in the event of an equality ofvotes,shall havea castingvote.
• 8.Despite the provisions of this Schedule,the Disciplinary Committee shall regulate its own procedures for the determination of complaints.

MEMORANDUMOFOBJECTSANDREASONS

Statementof Objects and Reasons

The principal object of the Bill is to providefor the development and

regulationof thepractice of Certified GovernanceSecretaries.

Part Iof the Bill provides for the preliminary provisions. Clause 2 provides forinterpretation of terms.

PartIl of the Bill provides for establishment of the Institute asa bodycorporate.

Clauses5to16providesforthemembershipoftheInstitute.

Clause 17provides for the functions of the Institute which include, among others,advise on matters of corporate secretarial, governance, ethicsor administration,promote standards ofprofessional competence and practise of thecertified governance secretariesprofession and monitorand evaluate thestandardsofpractiseof thecertifiedgovernance secretaries'profession.

PartIll of theBill providesfor the Certified GovernanceSecretaries

Boardwhich is a body corporate.

Clause 19provides for the membership to the Board.The functions

of theBoardinclude toregister certifiedgovernancesecretaries andfirms, promote thedevelopmentof theprofession and advise the Council on the standards ofpractise in the certifiedgovernanceprofession,amongothers.

PartIVof theBill providesfor thepractice of certified governance governance auditor,shares registrar,company secretary,corporation secretary,council secretary,board secretary,commission secretary,trust secretary or governance officer,certifies a statutory document for the incorporation, registration,deregistration,dissolution,striking off or windingup ofan entity,amongothers

Part V of the Bill provides for the disciplinary matters of the

members ofthe Institute.

Clause 37 provides for what amounts to professional misconduct in the profession.

Clause 38 provides for the establishment of the Disciplinary Committee.Clause 43 provides for appeals to the High Court by an

aggrievedpersonfor the decisions of theDisciplinary Committee.

PartVIof the Bill providesfor thefinances of theInstitute and the

Board which shall include grants,gifts and donations to the Institute for thepurpose ofperforming the functionsorexecutingthepowersof the Instituteandmoneyappropriated byParliament,amongothers.

Part Vll of the Bill contains provisions relating to offences and

penalties including holding out as"fellow of the Institute"or uses the Institute,where a firm doesnot submit annual returns,among others.

Clause 51 provides for transitional provisions relating to the membership of the Institute.

The Schedules detail the provisions relating to meetings of the membersoftheInstitute,appointment ofmembersof the Council,conduct ofbusiness of the Council,appointment and conduct ofbusiness of the Board and conduct ofbusiness of theDisciplinary Committee.

Statement on the delegation of legislativepowers and limitation of fundamental rights and freedoms

The Bill delegates legislative powers to the Cabinet Secretary but it doesnot limit fundamental rights and freedoms.

Statement thatthe Bill concernscounty governments

The Bill does not affect the functions of the county governments pursuant to theArticle1l0(l)andFourth Schedule to the Constitution.

Statement that the Bill is a money Bill within the meaning of Article

114of the Constitution

The enactment of this Bill may occasion additional expenditure of

publicfunds.

Datedthe12thMarch,2026.