ADVOKS GLOBAL · KENYA
The Companies (General) Regulations
50. Details of material interests in transaction, arrangement or contract to be included in directors' report
Edition: 2022-12-31 · In force
50. Details of material interests in transaction, arrangement or contract to be included in directors' report
(1)A directors' report for a financial year of a company is required to state the particulars of any transaction, arrangement or contract—(a)entered into by a specified undertaking of the company; and(b)in which a person who at any time in the financial year of the company was a director of the company had, directly or indirectly, a material interest.(2)The particulars referred to in paragraph (1) are—(a)the principal terms of the transaction, arrangement or contract;(b)the fact that the transaction, arrangement or contract was entered into or existed in the financial year;(c)the names of the parties to the transaction, arrangement or contract;(d)the name of the director having the material interest and the nature of that interest; and(e)if the director is treated as having the material interest because of paragraph (3), the name of the director's connected entity and the nature of the connection.(3)For the purposes of this regulation, a director of a public company is treated as having a material interest in a transaction, arrangement or contract entered into by a specified undertaking of the company if a connected entity of that director has a material interest in that transaction, arrangement or contract.(4)In this regulation, a reference to a transaction, arrangement or contract is a reference to a transaction, arrangement or contract that is significant in relation to the company's business.(5)For the purposes of paragraph (4), a transaction, arrangement or contract is not significant in relation to the company's business if, after consideration, the directors of the company are of the opinion that it is not significant in relation to the company's business.(6)For the purposes of this regulation, an interest that a director of a company has in a transaction, arrangement or contract is not material if, after consideration, the directors of the company are of the opinion that it is not material.(7)This regulation does not apply in respect of—(a)a company that falls within the reporting exemption for the financial year;(b)a transaction, arrangement or contract unless it was entered into in the financial year or existed at any time in that year;(c)a transaction, arrangement or contract between the company and its specified undertaking in which a director of the company has a material interest; or(d)a director's contract of service.(8)In this regulation—(a)a reference to a director includes a shadow director; and(b)a reference to a connected entity, in relation to a director, is a reference to a body corporate connected with the director (within the meaning of the First Schedule to the Act).