CHAPTER 390
ACCOUNTANTS ACT

Arrangement of Sections

   Section

PART I
PRELIMINARY

   1.   Short title

   2.   Interpretation

PART II
THE ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

   3.   Continuation of Institute

   4.   Seal of Institute

   5.   Powers and functions of Institute

   6.   Constitution of Institute

   7.   President and Vice-President of Institute

   8.   Meetings of Institute

PART III
THE COUNCIL OF THE INSTITUTE

   9.   Council of Institute

   10.   Functions of Council

PART IV
MEMBERSHIP, REGISTRATION AND PRACTISING CERTIFICATE

   11.   Classes of Members

   12.   Application for registration as accountant

   13.   Recognition of foreign qualifications

   14.   Disqualification from registration

   15.   Certificate of registration

   16.   Membership fees

   17.   Cancellation of registration

   18.   Holding out

   19.   Practising certificate and non-audit practising certificate

   20.   Prohibition of establishment of practice without certificate

   21.   Display of certificate

   22.   Renewal of certificate

   23.   Cancellation of practising certificate and non-audit practising certificate

   24.   Registration of firms

   25.   Registration of students of accountancy

   26.   Registers

   27.   Offences regarding registered accountants

   28.   Offences relating to registration, etc

   29.   Auditing standards

   30.   Accountant not to incur liability for certain opinions

   31.   Practice review

   32.   Appeals

PART V
PROTECTED DISCLOSURE

   33.   Application

   34.   Void contracts

   35.   Disclosures during proceeding

   36.   Other protection preserved

   37.   Relationship of Act and other Acts

   38.   Members not to be subjected to occupational detriment

   39.   Making disclosure

   40.   Anonymous disclosures

   41.   Frivolous, vexatious, etc., disclosures

   42.   Protected disclosure

   43.   Disclosures to be made voluntarily

   44.   Disclosure concerning corrupt conduct

   45.   Disclosure to Investigator-General concerning maladministration

   46.   Disclosure to Auditor-General concerning serious and substantial waste

   47.   Disclosure concerning police officer

   48.   Disclosures about investigating authorities

   49.   Referred disclosures protected

   50.   Disclosures motivated by object of avoiding disciplinary action

   51.   Disclosure to legal practitioner

   52.   Disclosure to employer

   53.   Disclosure to certain persons or bodies

   54.   Referral without investigation

   55.   Investigation by authority

   56.   Non-investigation by authority

   57.   Referral with investigation

   58.   No referral

   59.   Action by investigation authority

   60.   Progress report

   61.   Joint action

   62.   Powers of Disciplinary Committee of Institute

PART VI
PROTECTION AGAINST REPRISALS

   63.   Protection against reprisals

   64.   Protection against actions, etc

   65.   Confidentiality guideline

   66.   Employer to protect Member against reprisals

   67.   Prohibition of unlawful reprisals

   68.   Investigation authority to assist complainant

   69.   Relocation powers

   70.   Consent to relocation

   71.   Remedies

PART VII
DISCIPLINARY COMMITTEE

   72.   Professional misconduct

   73.   Initiation of disciplinary action

   74.   Disciplinary Committee

   75.   Functions of Disciplinary Committee

   76.   Proceedings of Disciplinary Committee

   77.   Powers of Disciplinary Committee

   78.   Reports by Disciplinary Committee

   79.   Appeals to High Court

   80.   Rules by Chief Justice

   81.   Rules relating to disciplinary proceedings

PART VIII
GENERAL PROVISIONS

   82.   Jurisdiction

   83.   Administrative justice

   84.   Prohibition of disclosure of confidential information

   85.   False or misleading information or disclosure

   86.   Rules by Institute

   87.   Regulations

   88.   Repeal of Cap. 390

      FIRST SCHEDULE

      SECOND SCHEDULE

AN ACT

to regulate the accountancy profession; continue the existence of the Zambia Institute of Chartered Accountants and re-define its functions and powers; provide for the regulation of the education and training of accountants; provide for the setting of ethical, auditing and accounting standards; provide for the making and investigation of disclosures made in the public interest; define professional misconduct and provide for disciplinary’ procedures for the accountancy profession; repeal and replace the Accountants Act, 1982; and provide for matters connected with or incidental to the foregoing.

[26th September, 2008]

Act 13 of 2008.

PART I
PRELIMINARY

1.   Short title

This Act may be cited as the Accountants Act.

2.   Interpretation

In this Act, unless the context otherwise requires—

“accountant” means a person qualified in the theory and practice of accountancy, an auditor, tax consultant and tax adviser and registered under this Act and "accountancy" shall be construed accordingly;

“Accountant-General” means the person appointed as Accountant-General under the Public Finance Act, 2004;

“accounting pronouncements” means the standards, practice, statements, guidelines and circulars developed, adopted or issued by the Institute which a registered accountant should comply with;

“Affiliate” means a person registered as a Licentiate or a Technician under the provisions of the constitution of the Institute;

“Associate” means a person registered as such under the provisions of the constitution of the Institute;

“audit” means the independent examination of evidence from which the financial statements of an enterprise are derived in order to give the reader of the statements confidence as to the truth and fairness of the state of affairs which the financial statements disclose, but does not include book-keeping, cost accounting and business or cost systems;

“auditing pronouncements” means the standards, practice, statements, guidelines and circulars developed, adopted or issued by the Institute which a registered auditor should comply with in the performance of an audit;

“auditor” means a person holding a practising certificate or a firm registered under this Act and appointed to perform any auditing functions;

“Chairperson” means the person appointed Chairperson of the Disciplinary Committee under section 74;

“chartered accountant” means a person holding an associateship or fellowship grade of membership of the Institute and registered as an accountant under section 15;

“client” means the person for whom a chartered accountant or the firm of the chartered accountant has performed the duties concerned;

“Code of Ethics" means the code of professional conduct adopted or published by the Institute;

“conduct” includes an act or omission;

“constitution” means the constitution of the Institute adopted in accordance with section 6;

“corrupt” has the meaning assigned to it under the Anti-Corruption Commission Act;

“Council” means the Council of the Institute constituted under section 9;

“Disciplinary Committee” means the Disciplinary Committee of the Institute constituted under section 74;

“disciplinary offence” means conduct that constitutes grounds for disciplinary action, in respect of a public officer, under the General Orders or the officer’s contract of employment, or in relation to a Member or any other person, under the Member’s or person’s contract of employment or conditions of service;

“disclosable conduct” in relation to any person, Member or a public officer, means—

      (a)   conduct of the person, whether or not a public officer or Member, that adversely affects, or could adversely affect, either directly or indirectly, the honest or impartial performance of official functions by the person, Member, public officer or agency;

      (b)   conduct of the public officer or Member which amounts to the performance of any of the public officer’s or Member’s functions dishonestly or with partiality;

      (c)   conduct of a Member, the public officer, a former public officer or an agency that amounts to a breach of public trust;

      (d)   conduct of the Member, public officer, a former public officer or an agency that amounts to the misuse of information or material acquired in the course of the performance of the functions, whether for the benefit of that Member, person or agency or otherwise;

      (e)   conduct of the Member or public officer that amounts to maladministration which is action or inaction of a serious nature that is—

      (i)   contrary to any taw;

      (ii)   unreasonable, unjust, oppressive or improperly discriminatory; or

      (iii)   based wholly or partly on improper motives;

      (f)   conduct of the Member, person or public officer that would, if proven, constitute—

      (i)   a criminal offence;

      (ii)   a disciplinary offence;

      (iii)   serious and substantial public wastage or abuse of financial or other public resources or assets; or

      (iv)   reasonable grounds for dismissing or dispensing with, or otherwise terminating, the services of the Member, person or public officer who is engaged in it; or

      (g)   a conspiracy or attempt to engage in conduct referred to in paragraphs (a) to (f) inclusive;

“disclosure” means communication or release of information made by a Member, regarding any disclosable conduct of any person or an employer, or an employee of that employer, that the Member believes on reasonable grounds shows or tends to show one or more of the following—

      (a)   that the person has engaged, is engaging, or proposes to engage, in disclosable conduct;

      (b)   public wastage or material financial loss to an entity or to a partner, Member, shareholder or creditor of the entity;

      (c)   conduct involving substantial risk or danger to the environment;

      (d)   that the person or employer has engaged, is engaging, or proposes to engage, in an unlawful reprisal;

      (e)   that a person has engaged, is engaging, or proposes to engage, in conduct that amounts to a substantial and specific danger to the health or safety of the public;

      (f)   that a criminal offence has been committed, is being committed or is likely to be committed;

      (g)   that the person has failed, is failing or is likely to fail to comply with any legal obligation to which that person is subject;

      (h)   that a miscarriage of justice has occurred, is occurring or is likely to occur; or

      (i)   that any matter referred to in paragraphs (a) to (h) has been, is being or is likely to be deliberately concealed;

“employer” means any person—

      (a)   who employs or provides work for another person and who remunerates or expressly or tacitly undertakes to remunerate that other person; or

      (b)   who permits any other person in any manner to assist in the carrying on or conducting of the person’s business, including any person acting on behalf of or on the authority of such employer;

“exercise” of a function includes, where the function is a duty, the performance of the duty;

“Fellow” means a person registered as such under the provisions of the constitution of the Institute;

“function” includes power, authority or duty;

“government agency” means—

      (a)    a Government department, Ministry or institution;

      (b)   a statutory body, local authority, organization or agency established under any law;

      (c)   a body, organ or institution incorporated under any law or established by Government for any public purpose;

      (d)   a body, organ or institution owned by Government or in which Government has any interest or is under Government control; or

      (e)   any other functionary or institution—

      (i)   exercising a power or performing a duty in terms of the Constitution or any other law; or

      (ii)   exercising a public power or performing a public function in terms of any law;

“immigration officer” has the meaning assigned to it under the Immigration and Deportation Act;

“impropriety” means any conduct which falls within, of the categories referred to in paragraphs (a) to (g) of the definition of "disclosable conduct", irrespective of whether or not—

      (a)   the impropriety occurs or occurred in the Republic of Zambia or elsewhere; or

      (b)   the law applying to the impropriety is that of the Republic of Zambia or of another country;

“Institute” means the Zambia Institute of Chartered Accountants established under the repealed Act;

“investigate” includes inquire and audit;

“investigation Act” means—

      (a)   in relation to the Auditor General, the Constitution;

      (b)   in relation to the Investigator-General, the Commission for Investigations Act;

      (c)   the Public Finance Act, 2004;

      (d)   the Zambia Police Act;

      (e)   the Narcotics, Drugs and Psychotropic Substances Act;

      (f)   the Judicial (Code of Conduct) Act, 1999; and

      (g)   the Anti-Corruption Commission Act;

“investigating authority” means—

      (a)   Auditor-General;

      (b)   the Anti-Corruption Commission;

      (c)   the Drug Enforcement Commission;

      (d)   the Investigator-General;

      (e)   the Inspector-General of Police;

      (f)   the Police Public Complaints Authority; and

      (g)   the Judicial Complaints Authority;

“legal practitioner” has the meaning assigned to it in the Legal Practitioners Act;

“local authority” means any municipal, district or city council established under the Local Government Act;

“maladministration” means any conduct that involves action or inaction of a serious nature that is—

      (a)   contrary to the law;

      (b)   unreasonable, unjust, oppressive or improperly discriminatory’; or

      (c)   based wholly or partly on improper motives;

“Member” means a person registered as a Member of the Institute in accordance with the provisions of the constitution of the Institute;

“non-audit functions” means any accountancy function performed by a chartered accountant where a statutory audit opinion is not issued but for which the accountant receives payment for the services rendered and which payment does not qualify to be treated as audit fees;

“non-audit practising certificate” means a certificate issued under section 19;

“occupational detriment” in relation to the working environment of a Member means the Member—

      (a)   being dismissed, suspended, demoted or subjected to any disciplinary action;

      (b)   being harassed or intimidated or caused to suffer any injury, damage or loss;

      (c)   being transferred against the Member’s will;

      (d)   subject to the availability of a vacancy, being refused a transfer or promotion despite having met or exceeded the performance appraisal target;

      (e)   being subjected to a term or condition of employment or retirement which is altered or kept altered to the Member’s disadvantage;

      (f)   being refused a reference or being provided with a false or adverse reference, by the employer;

      (g)   being threatened with any of the actions referred to in paragraphs (a) to (f); or

      (h)   being otherwise adversely treated or affected, discriminated against, disadvantaged or prejudiced in respect of employment, career, trade, business, profession or office, including employment opportunities and work security;

“practice” means—

      (a)   accepting an appointment to provide accountancy services;

      (b)   signing or producing a report or certificate on an accountancy report concerning any person, whether an individual, sole trader, unincorporated body, or firm, or concerning the report or certificate by any person’s affairs, in circumstances where reliance by another person (the third party) or doing any other thing which may lead the third party to believe that the accountancy work of the person have been prepared, approved or reviewed by a practitioner;

“practice standard” means accounting, auditing and ethical standards;

“practicing certificate” means a practising certificate issued under section 19;

“President” means the person elected President of the Institute in accordance with the provisions of the constitution of the Institute;

“professional body” means a body of, or representing accountants;

“professional misconduct” has the meaning assigned to it under section 72;

“public officer” means—

      (a)   an employee of a government agency, including an agency head;

      (b)   a person employed by or on behalf of a government agency or in the service of an investigating authority, whether under a contract of service or a contract for services, or a person who has ceased to perform those services; or

      (c)   a person otherwise authorised to perform functions on behalf of a government agency or an investigating authority;

"public practice" means the practice of a chartered accountant who places accountancy services at the disposal of the public for reward;

“public wastage” means conduct by a public officer or Member that amounts to negligent, incompetent or inefficient management within, or of, an agency resulting, or likely to result, directly or indirectly, in a substantial waste of public funds or resources;

“Register” means the Register of Chartered Accountants in Zambia or the Register of Members, as the case may be, prepared and maintained in accordance with section 76;

“repealed Act” means the Accountants Act, 1982;

“Secretary” means the person appointed Secretary to the Institute under paragraph four of the First Schedule to this Act;

“statutory regulator” in relation to an entity regulated by law, means the regulator established in respect of the entity by or under that law;

“third party” means any other person, other than the client, or a member of a client which is a company or which is any other juristic person;

“unlawful reprisal” means conduct that causes, or threatens to cause, detriment—

      (a)   to a Member directly because the Member has made, or may make, a disclosure; or

      (b)   to a Member directly because the Member has resisted attempts by another Member to involve the Member in the commission of an offence;

“Vice-Chairperson” means the person appointed Vice-Chairperson of the Disciplinary Committee under section 74; and

“Vice-President” means the person elected Vice-President of the Institute in accordance with the provisions of the constitution of the Institute.

PART II
THE ZAMBIA INSTITUTE OF CHARTERED ACCOUNTANTS

3.   Continuation of Institute

   (1) The Zambia Institute of Chartered Accountants established under the repealed Act shall continue to exist as if established under this Act.

   (2) The provisions of the First Schedule apply to the Institute.

4.   Seal of Institute

   (1) The sea! of the Institute shall be such device as may be determined by the Council and shall be kept by the Secretary.

   (2) The affixing of the seal shall be authenticated by the President or the Vice-President and the Secretary, or one other person authorised in that behalf by a resolution of the Council.

   (3) Any contract or instrument which, if entered into or executed by a person not being a body corporate, would not require to be under seal may be entered into or executed without seal on behalf of the Institute by the Secretary or any other person generally or specifically authorised in that behalf by the Institute.

   (4) Any document purporting to be under the seal of the Institute or issued on behalf of the Institute shall be received in evidence and shall be deemed to be so executed or issued, as the case may be, without further proof, unless the contrary is proved.

5.   Powers and functions of Institute

   (1) The functions of the Institute are to do all such acts and things as are necessary to foster the advancement of the accountancy profession.

   (2) Without prejudice to the generality of sub-section (1), the Institute shall—

      (a)   regulate and govern the conduct of its members in the practice of their business and profession;

      (b)   maintain appropriate practice standards among Members that are consistent with the principle of self-regulation and the public interest;

      (c)   represent, co-ordinate and develop the accountancy profession and promote its interests;

      (d)   develop, promote, maintain and improve appropriate standards of qualification in the accountancy profession;

      (e)   accredit local and foreign institutes and qualifications;

      (f)   promote the integrity and enhance the status of the accountancy profession including the declaration of any particular business practice to be undesirable for all or a particular category of accountants;

      (g)   develop, promote and enforce internationally comparable practice standards in Zambia;

      (h)   register persons intending to study accountancy and regulate standards of training and practice of Members including the holding of examinations and tests that are necessary to qualify applicants for membership of the Institute;

      (i)   participate in the activities of bodies whose main purpose is the development and setting of practice standards;

      (j)   encourage and finance research into any matter affecting the accountancy profession;

      (k)   protect and assist the public in al! matters relating to the practice of accountancy;

      (l)   advise the Government on matters relating to the economic development of Zambia;

      (m)   represent, protect and assist accountants with regard to their conditions of practice, remuneration or otherwise; and

      (n)   do all such things connected with or incidental to the foregoing.

   (3) The Institute may—

      (a)   determine and levy fees payable by professional bodies and its Members that the Institute considers necessary to finance its activities under this Act;

      (b)   determine the fees payable for an inspection and review conducted for the purposes of this Act;

      (c)   determine fees for the accreditation of local and foreign institutes and qualifications; and

      (d)   determine what portion of any fee is payable in respect of any part of a year and the date on which the fee or portion thereof is payable.

6.   Constitution of Institute

   (1) The Institute shall, by a vote of at least two-thirds of the chartered accountants voting at a general meeting of the Institute, adopt a constitution of the Institute and may, in like manner, amend it.

   (2) The constitution referred to under sub-section (1) shall, subject to the other provisions of this Act, regulate the conduct of the affairs of the Institute,

   (3) Subject to sub-section (2), the constitution may provide for the following matters:

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