Kenya Industrial Research and Development Institute Act

LAWS OF KENYA
THE KENYA INDUSTRIAL RESEARCH AND DEVELOPMENT INSTITUTE ACT
CAP. 511A
Revised and published by the National Council for Law Reporting
with the authority of the Attorney-General as gazetted by the Government Printer
www.kenyalaw.org

published by the National Council for Law Reporting
with the authority of the Attorney-General as gazetted by the Government Printer
www.kenyalaw.org

Kenya
Kenya Industrial Research and Development Institute Act
Cap. 511A
Legislation as at 27 December 2024
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• NC: Only noncommercial uses of the work are permitted.
• SA: Adaptations must be shared under the same terms.
Share widely and freely.

Kenya Industrial Research and Development Institute Act (Cap. 511A)
Contents
Part I – PRELIMINARY ....................................................................................................................................................................................... 1
1. Short title .................................................................................................................................................................................................... 1
2. Interpretation ............................................................................................................................................................................................. 1
3. Objects of the Act .................................................................................................................................................................................... 2
Part II – KENYA INDUSTRIAL RESEARCH AND DEVELOPMENT INSTITUTE ................................................................................... 2
4.

Part II – KENYA INDUSTRIAL RESEARCH AND DEVELOPMENT INSTITUTE ................................................................................... 2
4.

Establishment of the Institute ............................................................................................................................................................ 2
5. Objectives of the Institute .................................................................................................................................................................... 3
6. Functions of the Institute ..................................................................................................................................................................... 3
7. Powers of the Institute ........................................................................................................................................................................... 4
8. Headquarters of the Institute .............................................................................................................................................................. 4
9. Board of Directors of the Institute .................................................................................................................................................... 4
10.

................................................................................................................................................ 4
10.

Qualifications of directors .................................................................................................................................................................. 5
11. Functions of the Board ....................................................................................................................................................................... 5
12. Powers of the Board ............................................................................................................................................................................. 5
13. Tenure of office ...................................................................................................................................................................................... 6
14. Removal from office ............................................................................................................................................................................. 6
15. Vacancy of office ....................................................................................................................................................................................

......................................................................................................................................................

6
16. Filling of vacancies ............................................................................................................................................................................... 6
17. Meetings of the Board ......................................................................................................................................................................... 6
18. Quorum ...................................................................................................................................................................................................... 7
19. Delegation by the Board .................................................................................................................................................................... 7
20. Remuneration of directors .................................................................................................................................................................. 7
21. Director-General of the Institute ..................................................................................................................................................... 7
22.

................................................................................................................................................ 7
22.

Qualifications for appointment as the Director-General ......................................................................................................... 7
23. Functions of the Director-General .................................................................................................................................................. 7
24. Tenure of the Director-General ........................................................................................................................................................ 8
25. Removal of Director-General from office ...................................................................................................................................... 8
26. Corporation Secretary .......................................................................................................................................................................... 8
27. Qualifications of Corporation Secretary ......................................................................................................................................... 8
28.

retary ......................................................................................................................................... 8
28.

Functions of the Corporation Secretary ........................................................................................................................................ 8
Part III – INVENTIONS AND INNOVATIONS BY EMPLOYEES ............................................................................................................... 9
29. Award to inventor or innovator ....................................................................................................................................................... 9
30. Rights to vest in Institute .................................................................................................................................................................. 9
31. Withholding intellectual property information .......................................................................................................................... 9

tual property information .......................................................................................................................... 9

Part IV – FINANCIAL PROVISIONS ................................................................................................................................................................ 9
32. Funds of the Institute .......................................................................................................................................................................... 9
33. Financial year .......................................................................................................................................................................................... 9
34. Annual estimates ................................................................................................................................................................................... 9
35. Accounts and audit ............................................................................................................................................................................. 10
36.

............................................................................................................................................... 10
36.

Annual reports ..................................................................................................................................................................................... 10
Part V – MISCELLANEOUS PROVISIONS ................................................................................................................................................... 10
37. Common seal ......................................................................................................................................................................................... 10
38. Protection from personal liability ................................................................................................................................................. 10
Part VI – PROVISIONS ON DELEGATED POWERS ................................................................................................................................. 11
39. Regulations ............................................................................................................................................................................................

......................................................................................................................................................

11
Part VII – TRANSITIONAL PROVISIONS .................................................................................................................................................... 11
40. Amendment of Cap. 511 .................................................................................................................................................................. 11
41. Transitional matters ........................................................................................................................................................................... 11
42. Board of the former Institute ......................................................................................................................................................... 12
43. Staff of the former Institute ........................................................................................................................................................... 12
SCHEDULE [s. 17(1)] ......................................................................................................................................................................................... 12

................................................................................................................................................... 12

Kenya Industrial Research and Development Institute Act (Cap. 511A) Kenya
KENYA INDUSTRIAL RESEARCH AND
DEVELOPMENT INSTITUTE ACT
CAP. 511A
Published in Kenya Gazette Vol. CXXIV—No. 58 on 1 April 2022
Assented to on 24 February 2022
Commenced on 21 March 2022
[Revised by 24th Annual Supplement (Legal Notice 221 of 2023) on 31 December 2022]
[Amended by Business Laws (Amendment) Act, 2024 (Act No. 20 of 2024) on 27 December 2024]
AN Act of Parliament to amend the Kenya Industrial Research and Development Institute; and for
connected purposes
Part I – PRELIMINARY
1. Short title
This Act may be cited as the Kenya Industrial Research and Development Institute Act. 2.

nd for
connected purposes
Part I – PRELIMINARY
1. Short title
This Act may be cited as the Kenya Industrial Research and Development Institute Act. 2.

Interpretation
In this Act, unless the context otherwise requires—
"Cabinet Secretary" means the Cabinet Secretary responsible for matters relating to industrial research
and development;
"Board" means the Board of Directors of the Institute established under section 9;
"former institute" means the Kenya Industrial Research and Development Institute existing immediately
before the commencement of this Act;
"incubation" means the maintenance of enabling environment conditions for the purpose of facilitating
the growth or development of infant technologies, ideas or industries;
"indigenous knowledge" means the wisdom developed over generations of holistic traditional scientific
utilization of the lands, natural resources and environment;
Institute" means the Kenya Industrial Research and Development Institute established under section 4;
"innovation" means—
(a) a technology and innovation model, utility model or industrial design within the meaning of the
Industrial Property Act (Cap.

"innovation" means—
(a) a technology and innovation model, utility model or industrial design within the meaning of the
Industrial Property Act (Cap.

509);
(b) a product, process, service or ideal which is novel;
(c) an improved use of a new product, service or method in industry, business or society;
(d) indigenous or traditional knowledge by a community of beneficial properties of land, natural
resources, including plant and animal resources and the environment; or
1

aditional knowledge by a community of beneficial properties of land, natural
resources, including plant and animal resources and the environment; or
1

Kenya Industrial Research and Development Institute Act (Cap. 511A) Kenya
(e) any other non-patentable creations of improvements which may be deemed as deserving promotion
and protection or sui generis intellectual property rights and innovator shall be construed
accordingly;
"invention" means a new and useful process, machine, manufacture or composition of matter, living or
inanimate, or any invention of discovery which may be patentable or otherwise protectable or any novel
variety of plant which is or may be protectable;
"innovation" means doing something new to improve a product, process or service;
"intellectual property" means any intangible property that is the result of creativity such as patents,
copyrights, industrial designs, utility models and trademarks;
"patent" means government authority or licence conferring a right or title for a set period especially the
sole right to exclude others from making, using or selling an invention;
"secretary" means the corporation secretary appointed by the Board under section 26; and
"technology" means the application of knowledge to meet the goals, goods and services for sustainable
development. 3.

the Board under section 26; and
"technology" means the application of knowledge to meet the goals, goods and services for sustainable
development. 3.

Objects of the Act
The objects of this Act shall be to provide for—
(a) the establishment of the Kenya Industrial Research and Development Institutes;
(b) the recognition of the Kenya Industrial and Development Institute as a body responsible for
carrying out industrial research, development, technology and innovation;
(c) the establishment of internationally recognised industrial research infrastructure; and
(d) the promotion of research, technology, innovation and incubation to facilitate industrial
development. Part II – KENYA INDUSTRIAL RESEARCH AND DEVELOPMENT INSTITUTE
4. Establishment of the Institute
(1) There shall be established an institute to be known as the Kenya Industrial Research and
Development Institute which shall be the successor to the Kenya Industrial Research and
Development Institute specified in paragraph 3 of the Fourth Schedule to the Science, Technology
and Innovation Act (Cap. 511).

ndustrial Research and
Development Institute specified in paragraph 3 of the Fourth Schedule to the Science, Technology
and Innovation Act (Cap. 511).

(2) The Institute shall be a body corporate with perpetual succession and a common seal and, in its
corporate name, be capable of—
(a) suing and being sued;
(b) purchasing or otherwise acquiring, holding, charging or disposing of movable and immovable
property;
(c) entering into contracts;
(d) borrowing and lending money; and
(e) doing or performing all such other things or acts necessary for the performance of its
functions, and which may lawfully be done or performed by a body corporate. 2

rming all such other things or acts necessary for the performance of its
functions, and which may lawfully be done or performed by a body corporate. 2

Kenya Industrial Research and Development Institute Act (Cap. 511A) Kenya
5. Objectives of the Institute
The objectives of the Institute shall be to—
(a) undertake research, development and innovation in industrial and allied technologies; and
(b) disseminate research findings to support industrial development. 6. Functions of the Institute
(1) The Institute shall undertake research, development and innovation in industrial and allied
technologies in—
(a) civil engineering;
(b) mechanical engineering;
(c) electrical engineering;
(d) chemical engineering;
(e) textile technology;
(f) industrial chemistry;
(g) food technology;
(h) ceramics and clay technology;
(i) power resources;
(j) mining technology;
(k) natural products technology;
(l) leather technology;
(m) emerging technologies; and
(n) building materials technology.

ces;
(j) mining technology;
(k) natural products technology;
(l) leather technology;
(m) emerging technologies; and
(n) building materials technology.

(2) Without prejudice to the generality of subsection (1), the Institute shall also—
(a) advise the government on all aspects of industrial research, innovation, development,
technology and policy;
(b) develop an industrial research agenda based on indigenous technical knowledge, and
contemporary and emerging issues;
(c) collaborate with institutions of higher learning, professional and industrial associations,
government agencies and industrial research institutions to advance technology, innovation
and development;
(d) disseminate and facilitate the application and commercialisation of research findings and
technological developments;
(e) facilitate the implementation of government policies on industrial research and
development;
(f) establish industrial research and technology transfer centres;
(g) collaborate with other organisations and institutions of higher learning in the development
of industrial research training programmes;
(h) establish and maintain an industrial technology depository;
3

ns of higher learning in the development
of industrial research training programmes;
(h) establish and maintain an industrial technology depository;
3

Kenya Industrial Research and Development Institute Act (Cap. 511A) Kenya
(ha) facilitate patents, industrial designs and utility models rights holders to commercially
exploit any invention or innovation which the Institute deems fit or incidental to the
achievement of its objects and performance of its functions, subjects to the terms approved
by the Board; and
(i) perform any other function related to industrial research, innovation, technology and
development. [Act No. 20 of 2024, s. 34.]
7. Powers of the Institute
The Institute shall have power to—
(a) manage, control and administer the assets of the Institute in the manner and for the purposes that
best promote the purpose for which the Institute is established;
(b) create, develop, apply for and hold rights in intellectual property, and enter into agreements for the
commercial exploitation of such rights or otherwise as may be appropriate; and
(c) do any other thing which is necessary or convenient to be done in connection with or incidental to
its functions. 8. Headquarters of the Institute
(1) The headquarters of the Institute shall be in Nairobi.

be done in connection with or incidental to
its functions. 8. Headquarters of the Institute
(1) The headquarters of the Institute shall be in Nairobi.

(2) Notwithstanding the provisions of subsection (1), the Institute may establish branches at any place
in Kenya. (3) The Institute shall ensure access to its services in all parts of Kenya to the extent that is practicable
to do so. 9.

ches at any place
in Kenya. (3) The Institute shall ensure access to its services in all parts of Kenya to the extent that is practicable
to do so. 9.

Board of Directors of the Institute
(1) The Institute shall be managed by a Board of Directors which shall consist of—
(a) a chairperson who shall be appointed by the President;
(b) the Principal Secretary in the ministry responsible for matters relating to industrial research
and development or the Principal Secretary’s representative;
(c) the Principal Secretary in the ministry responsible for matters relating to finance or the
Principal Secretary’s representative;
(d) a representative of the National Commission for Science Technology and Innovation
appointed by the Cabinet Secretary;
(e) a representative of the Kenya Industrial Property Institute appointed by the Cabinet
Secretary;
(f) a representative of the office of the Attorney-General;
(g) three members appointed by the Cabinet Secretary from each category of the following
institutions—
(i) public universities;
(ii) the Kenya Association of Manufacturers;
(iii) the Consumer Federation of Kenya; and
(h) the Director-General of the Institute. 4

ic universities;
(ii) the Kenya Association of Manufacturers;
(iii) the Consumer Federation of Kenya; and
(h) the Director-General of the Institute. 4

Kenya Industrial Research and Development Institute Act (Cap. 511A) Kenya
(2) The appointment of the chairperson under subsection (1)(a) and members under subsection (1)(g)
shall be by name and by notice in the Gazette. (3) The members appointed under subsection (1)(g) shall consist of persons possessing skills and
competencies that may be required for the achievement of the objects of the Institute. 10. Qualifications of directors
(1) A person shall be eligible for appointment as the chairperson or a member of the Board under
section (9)(1)(g) if that person—
(a) holds a degree in a relevant field from a university recognised in Kenya;
(b) has proven management or other relevant professional experience;
(c) has served in a position of senior management for a period of at least six years;
(d) has not served in the Institute as an employee in the preceding five years; and
(e) meets the requirements of Chapter Six of the Constitution.

rs;
(d) has not served in the Institute as an employee in the preceding five years; and
(e) meets the requirements of Chapter Six of the Constitution.

(2) A person is not qualified to be appointed as the chairperson or member of the Board under section
(9)(1)(g) if that person—
(a) is declared to be of unsound mind;
(b) is undischarged bankrupt; or
(c) has been found in accordance with any law to have misused or abused a State office or public
office or in any way to have contravened the provisions of Chapter Six of the Constitution. (3) In appointing persons as members of the Board, the Cabinet Secretary shall ensure that—
(a) not more than two-thirds of the members are of the same gender;
(b) the membership reflects the regional and ethnic diversity of Kenya; and
(c) there is representation of the youth and persons with disabilities. 11.

b) the membership reflects the regional and ethnic diversity of Kenya; and
(c) there is representation of the youth and persons with disabilities. 11.

Functions of the Board
The Board shall—
(a) determine the organization’s mission, vision, purpose and core values;
(b) set and oversee the overall strategy and approve significant policies of the organization;
(c) approve the organizational structure;
(d) approve the annual budget of the organization;
(e) enhance the corporate image of the organization;
(f) ensure availability of adequate resources for achievement of the organization’s objectives; and
(g) hire the Chief Executive Officer on such terms and conditions of service as may be approved by the
relevant government organs. 12. Powers of the Board
(1) The Board shall have power to—
(a) in consultation with the Cabinet Secretary and, subject to the approval of the Cabinet
Secretary responsible for matters relating to finance, borrow money for the purposes of the
Institute;
5

y and, subject to the approval of the Cabinet
Secretary responsible for matters relating to finance, borrow money for the purposes of the
Institute;
5

Kenya Industrial Research and Development Institute Act (Cap. 511A) Kenya
(b) receive any grants, gifts, donations or endowments on behalf of the Institute and make
legitimate disbursements therefrom;
(c) monitor and evaluate the Institute’s performance;
(d) appoint, discipline and remove employees of the Institute;
(e) delegate any of its powers; and
(f) do any other thing which is necessary or convenient to be done in connection with or
incidental to its functions. 13. Tenure of office
(1) The chairperson and a member of the Board appointed under section 9(1)(g) shall hold office for
a term not exceeding three years and shall be eligible for reappointment for one other term not
exceeding three years. (2) The members of the Board shall be appointed at different times so that their terms of the office
expire at different intervals. 14.

g three years. (2) The members of the Board shall be appointed at different times so that their terms of the office
expire at different intervals. 14.

Removal from office
(1) A member of the Board may be removed from office only for—
(a) violation of the Constitution or any other law;
(b) gross misconduct, whether in the performance of the member’s functions or otherwise;
(c) physical or mental incapacity to perform the functions of office;
(d) being an undischarged bankrupt;
(e) being convicted of a criminal offence and sentenced to a term of imprisonment exceeding six
months;
(f) being absent from three consecutive meetings of the Board without reasonable explanation;
or
(g) incompetence or neglect of duty. (2) Notwithstanding the generality of the foregoing, the Board shall ensure that any member accused
to have committed an offence under the Constitution or any other written law, vacates office to
pave way for investigations. 15. Vacancy of office
The office of chairperson or member of the Board shall fall vacant if the holder of the office—
(a) resigns;
(b) dies; or
(c) is otherwise removed from office. 16. Filling of vacancies
Where a vacancy occurs in the membership of the Board, the appointing authority shall appoint a new
member in accordance with the provisions of this Act. 17.

vacancy occurs in the membership of the Board, the appointing authority shall appoint a new
member in accordance with the provisions of this Act. 17.

Meetings of the Board
(1) The business and affairs of the Board shall be conducted in accordance with the Schedule. 6

Meetings of the Board
(1) The business and affairs of the Board shall be conducted in accordance with the Schedule. 6

Kenya Industrial Research and Development Institute Act (Cap. 511A) Kenya
(2) Without prejudice to subsection (1), the Board may regulate its own procedure. (3) The Board may invite any person to attend any of its meetings and to participate in its
deliberations, but such person shall not have a vote in any decision of the Board. 18. Quorum
The quorum at the meetings of the Board shall be two-thirds of the members of the Board. 19. Delegation by the Board
The Board may, by resolution, either generally or in any particular case, delegate to any committee of the
Board or to any member, officer, employee or agent of the Institute, the exercise of any of its powers or the
performance of any of its functions. 20. Remuneration of directors
The chairman and members of the Board, other than the chief executive, shall be paid out of the funds of
the Institute such allowances or other remuneration as the Cabinet Secretary may, on the advice of the
Salaries and Remuneration Commission, determine. 21. Director-General of the Institute
(1) There shall be a Director-General of the Institute who shall be competitively recruited and
appointed by the Board.

ector-General of the Institute
(1) There shall be a Director-General of the Institute who shall be competitively recruited and
appointed by the Board.

(2) The Director-General shall hold office on such terms as the Board may, on the advice of the Salaries
and Remuneration Commission, determine. 22. Qualifications for appointment as the Director-General
A person is qualified to be appointed as the Director-General of the Institute if that person—
(a) possesses a doctorate degree in a relevant field from a university recognized in Kenya;
(b) has fifteen years’ experience in the relevant field;
(c) has eight years’ professional experience in a senior management position; and
(d) meets the requirements of Chapter six of the Constitution. 23.

;
(c) has eight years’ professional experience in a senior management position; and
(d) meets the requirements of Chapter six of the Constitution. 23.

Functions of the Director-General
The Director-General shall—
(a) be responsible to the Board for the day-to-day operations of the affairs of the Institute;
(b) develop an economic, efficient and cost-effective internal management structure;
(c) develop and recommend to the Board the annual business plans for the Institute;
(d) ensure that all Board papers are accurately written, are relevant and are availed to members of the
Board in good time;
(e) be responsible for the achievement of the objectives of the Institute;
(f) provide advice as required on matters within the Institute’s responsibility; and
(g) perform such other duties as may be assigned by the law and the Board. 7

advice as required on matters within the Institute’s responsibility; and
(g) perform such other duties as may be assigned by the law and the Board. 7

Kenya Industrial Research and Development Institute Act (Cap. 511A) Kenya
24. Tenure of the Director-General
The Director-General shall hold office for a period not exceeding five years and shall be eligible for re-
appointment for one further period not exceeding five years. 25. Removal of Director-General from office
The Director-General may be removed from office for—
(a) violation of the Constitution;
(b) gross misconduct or misbehaviour;
(c) incompetence or neglect of duty;
(d) inability to perform the functions of the office arising out of physical or mental incapacity; or
(e) any other ground that would justify removal from office. 26. Corporation Secretary
There shall be a Corporation Secretary who shall be appointed by the Board on such terms as the Board
may, on the advice of the Salaries and Remuneration Commission, determine. 27.

ecretary who shall be appointed by the Board on such terms as the Board
may, on the advice of the Salaries and Remuneration Commission, determine. 27.

Qualifications of Corporation Secretary
A person qualifies for appointment as the Corporation Secretary if that person—
(a) holds a degree in law from a university recognized in Kenya;
(b) has at least five years’ experience as a corporation secretary or a similar governance role;
(c) is a member in good standing of the Institute of Certified Public Secretaries of Kenya; and
(d) meets the requirements of Chapter Six of the Constitution. 28.

ber in good standing of the Institute of Certified Public Secretaries of Kenya; and
(d) meets the requirements of Chapter Six of the Constitution. 28.

Functions of the Corporation Secretary
The Corporation Secretary shall, subject to the direction of the Board—
(a) assist the members of the Board in their duties and responsibilities;
(b) assist the members of the Board in—
(i) Board inductions and training;
(ii) preparation of Board work plans;
(iii) Board evaluations;
(iv) governance audits; and
(v) implementation of the code of conduct and ethics;
(c) ensure the timely preparation and circulation of documents and minutes of the Board;
(d) be the custodian of the seal of the Institute and account to the Board for its use;
(e) maintain and update the register of conflicts of interest;
(f) ensure that members of the Board are aware of all relevant laws affecting the Institute;
(g) ensure that annual returns are promptly filed with the relevant authorities;
8

f the Board are aware of all relevant laws affecting the Institute;
(g) ensure that annual returns are promptly filed with the relevant authorities;
8

Kenya Industrial Research and Development Institute Act (Cap. 511A) Kenya
(h) except in exceptional circumstances, ensure that Board papers are circulated in advance of any
meeting; and
(i) perform any other function that may be assigned by the Board. Part III – INVENTIONS AND INNOVATIONS BY EMPLOYEES
29. Award to inventor or innovator
(1) Where the rights to any invention or innovation have been vested in the Institute, the Board may
award to the inventor or innovator such bonus as it deems fit, or make provision for financial
participation by the inventor or innovator in the profits derived from the invention or innovation. (2) The Institute may apply for a patent in respect of any invention or innovation contemplated
in subsection (1) and shall, for the purposes of the Copyright Act (Cap. 130), and the Industrial
Property Act (Cap. 509), be regarded as the assignee of the inventor or innovator of the invention or
innovation. 30. Rights to vest in Institute
(1) The rights to an invention or innovation made by the Institute for or on behalf of another person or
entity shall vest in the Institute unless there is an agreement to the contrary.

nnovation made by the Institute for or on behalf of another person or
entity shall vest in the Institute unless there is an agreement to the contrary.

(2) Any publication relating to work carried out on behalf of the Institute shall be published only on
the approval of the Board. 31. Withholding intellectual property information
Any information on intellectual property that may not be required to be included in any statement of
corporate intent, annual report or financial statements by the Institute may be properly withheld and may
be released upon request in accordance with the provisions of the Access to Information Act (Cap. 7M). Part IV – FINANCIAL PROVISIONS
32. Funds of the Institute
The funds of the Institute shall comprise of—
(a) monies allocated by the National Assembly for the purposes of the Institute;
(b) monies accruing to or vesting in the Institute in the course of the exercise of its powers or the
performance of its functions;
(c) fees and royalties from registered patents, inventions or improvements; and
(d) monies from any other source provided for or donated or loaned to the Institute. 33. Financial year
The financial year of the Institute shall be the period of twelve months ending on the 30th June in each
year. 34.

o the Institute. 33. Financial year
The financial year of the Institute shall be the period of twelve months ending on the 30th June in each
year. 34.

Annual estimates
(1) At least three months before the commencement of each financial year, the Board shall cause to
be prepared estimates of the revenue and expenditure of the Institute for that year which shall be
submitted to the Cabinet Secretary for approval. 9

be prepared estimates of the revenue and expenditure of the Institute for that year which shall be
submitted to the Cabinet Secretary for approval. 9

Kenya Industrial Research and Development Institute Act (Cap. 511A) Kenya
(2) The annual estimates shall make provision for all the estimated expenditure of the Institute for the
financial year, and in particular, the estimates shall provide for—
(a) the payment of salaries, allowances and other charges in respect of the employees of the
Institute;
(b) the payment of pensions, gratuities and other charges in respect of the employees of the
Institute;
(c) monies to fund basic and applied industrial research programmes; and
(d) the proper maintenance of the buildings and grounds of the Institute. 35. Accounts and audit
(1) The Board shall cause to be kept proper books of accounts of all the income and expenditure, assets
and liabilities, undertakings, funds, activities, contracts, transactions and other business of the
Institute. (2) The Board shall ensure that all money received is properly brought to account, all payments out of
its funds are correctly made and properly authorized and that adequate control is maintained over
its assets and liabilities. (3) The accounts of the Institute shall be audited in accordance with the Public Audit Act (Cap. 412B). 36.

aintained over
its assets and liabilities. (3) The accounts of the Institute shall be audited in accordance with the Public Audit Act (Cap. 412B). 36.

Annual reports
The Board shall, within three months after the end of each financial year, submit to the Cabinet Secretary
a report on the operations of the Institute for the immediately preceding financial year. Part V – MISCELLANEOUS PROVISIONS
37. Common seal
(1) The affixing of the common seal of the Institute may be authenticated by the signature of the
chairperson or Director-General of the Institute. (2) A document that is not required by law to be made under seal and all decisions of the Institute may
be authenticated by the signature of the chairperson or Director-General of the Institute. (3) If both the chairperson and Director-General of the Institute are absent, the Board may nominate
a member of the Board to authenticate the common seal on behalf of the chairperson or Director-
General of the Institute. (4) The Corporation Secretary shall be the custodian of the common seal of the Institute and be
accountable to the Board for its use. 38.

e Institute. (4) The Corporation Secretary shall be the custodian of the common seal of the Institute and be
accountable to the Board for its use. 38.

Protection from personal liability
(1) No matter or thing done by a member of the Board or an officer, employee or agent of the Institute
shall, if the matter or thing was done in good faith in the execution of the functions or powers of
the Board, render the member, officer, employee or agent personally liable for any action, claim or
demand whatsoever. (2) Subsection (1) shall not absolve the Institute from liability for any injury, damage or harm caused
to any person or property due to any matter or thing done by a member of the Board or an officer,
employee or agent of the Institute done in good faith in the execution of the functions or powers of
the Board. 10

member of the Board or an officer,
employee or agent of the Institute done in good faith in the execution of the functions or powers of
the Board. 10

Kenya Industrial Research and Development Institute Act (Cap. 511A) Kenya
Part VI – PROVISIONS ON DELEGATED POWERS
39. Regulations
(1) The Cabinet Secretary may make Regulations generally for the better carrying out the provisions of
this Act and, in particular, to—
(a) prescribe the procedures to be followed in the development of research programmes;
(b) prescribe information management systems for the Institute; and
(c) prescribe anything which is required to be prescribed for the better giving effect of the
provisions of this Act. (2) For the purposes of Article 94 (6) of the Constitution—
(a) the purpose and objective of the delegation under this section is to enable the Cabinet
Secretary to make regulations for better carrying into effect the provisions of this Act; and
(b) the authority of the Cabinet Secretary to make regulations under this Act will be limited to
bringing into effect the provisions of this Act and fulfilment of the objectives specified under
this section. (3) The principles and standards applicable to the delegated power referred to under this Act are those
found in—
(i) the Statutory Instruments Act (Cap.

The principles and standards applicable to the delegated power referred to under this Act are those
found in—
(i) the Statutory Instruments Act (Cap.

2A);
(ii) the Interpretation and General Provisions Act (Cap. 2);
(iii) the general rules of international law as specified under Article 2(5) of the Constitution; and
(iv) any treaty and convention ratified by Kenya under Article 2(6) of the Constitution. Part VII – TRANSITIONAL PROVISIONS
40. Amendment of Cap. 511
The Fourth Schedule to the Science, Technology and Innovation Act (Cap. 511), is amended by deleting
paragraph 3. 41. Transitional matters
(1) Upon commencement of this Act, all the funds, assets and other property, both movable and
immovable, which immediately before such date were vested in the former Institute shall, by virtue
of this subsection, vest in the Institute. (2) Upon Commencement of this Act, all rights, powers and liabilities which immediately before such
day were vested in, imposed on or enforceable against the former Institute shall by virtue of this
subsection, be vested in, imposed on or enforceable against the Institute. (3) Any reference in any written law or in any document or instrument to the former Institute shall, on
and after the commencement of this Act, be construed to be a reference to the Institute.

any document or instrument to the former Institute shall, on
and after the commencement of this Act, be construed to be a reference to the Institute.

(4) The annual estimates of the former Institute for the financial year in which this Act comes into
operation shall be deemed to be the annual estimates of the Institute for the remainder of that
financial year:
Provided that such estimates may be varied by the Institute in such manner as the Cabinet
Secretary may approve. 11

remainder of that
financial year:
Provided that such estimates may be varied by the Institute in such manner as the Cabinet
Secretary may approve. 11

Kenya Industrial Research and Development Institute Act (Cap. 511A) Kenya
(5) The administrative directions made by the former Institute or by the Cabinet Secretary which were
in force immediately before the commencement of this Act shall, on or after such day, have effect as
if they were directions made by the Institute or the Cabinet Secretary under this Act. 42. Board of the former Institute
Any person who was a member of the former Institute immediately before the commencement of this Act
shall remain in office for the unexpired period of that person’s tenure. 43. Staff of the former Institute
(1) Any person who immediately before the commencement of this Act was the chief executive officer
or employee of the former Institute shall remain in office for the remaining period of his or her term
of office. (2) Any person who was an officer or employee of the former Institute immediately before the
commencement of this Act shall be deemed to be an officer or employee of the Institute subject
to such terms of service as the Board may, on the advice of the Salaries and Remuneration
Commission, determine. SCHEDULE [s. 17(1)]
CONDUCT OF BUSINESS AND AFFAIRS OF THE BOARD
1.

e Board may, on the advice of the Salaries and Remuneration
Commission, determine. SCHEDULE [s. 17(1)]
CONDUCT OF BUSINESS AND AFFAIRS OF THE BOARD
1.

Meetings
(1) The Board shall hold not less than four meetings in every financial year, and not more than four months
shall elapse between the date of one meeting and the date of the next meeting. (2) The notice for a meeting of the Board shall be in writing, and shall be for a period of fourteen days. (3) The chairperson shall preside over all meetings and in the absence of the Chairperson, by a person elected
by the Board at the meeting for that purpose. (4) The Board may invite any person to attend any of its meetings and to participate in its deliberations, but
such person shall not have a vote in any decision of the Board. (5) No meeting of the Board shall be held at any place other than the principal office of the Institute except
with the prior written approval of the State Corporations Advisory Committee. 2. Conflict of interest and disclosure
(1) If a person is present at a meeting of the Board or any committee at which any matter is the subject of
consideration and in which matter that person is directly or indirectly interested in a private capacity, that
person shall as soon as is practicable after the commencement of the meeting, declare such interest.

indirectly interested in a private capacity, that
person shall as soon as is practicable after the commencement of the meeting, declare such interest.

(2) The person making the disclosure of interest under subsection (1) shall not, unless the Board or
committee otherwise directs, take part in any consideration or, discussion of, or vote on any question
touching on the matter. (3) A disclosure of interest made under subparagraph (1) shall be recorded in the minutes of the meeting at
which it is made. (4) A person who contravenes subparagraph (1) commits an offence and is liable, on conviction, to a fine not
exceeding five hundred thousand shillings or to imprisonment for a term not exceeding three years, or to
both. (5) No member of the Board or officer, employee or agent of the Institute shall enter into a service contract or
trade with the Institute. 3. Quorum
12

5) No member of the Board or officer, employee or agent of the Institute shall enter into a service contract or
trade with the Institute. 3. Quorum
12

Kenya Industrial Research and Development Institute Act (Cap. 511A) Kenya
(1) The quorum for the conduct of business at a meeting of the Board shall be two-thirds of the total number
of members of a Board or the number nearest to but not less than two-thirds of all the members of the
Board.
(2) Where there is a vacancy in the Board, the quorum of the meeting shall not be less than three appointed
members.
4. Voting
A decision of the Board shall be by a majority of the members present and voting and, in the case of an
equality of votes, the person presiding at the meeting shall have a casting vote.
5. Rules of procedure and minutes
Subject to this Act, the Board shall determine procedure for the conduct of its business and cause to be
kept records of minutes of its proceedings and decisions.
13