The Competition and Consumer Protection
THE COMPETITION AND CONSUMER PROTECTION
ACT, 2010

ARRANGEMENT OF SECTIONS

PART I

PRELIMINARY

1. Short title and commencement

2. Interpretation

3. Application

PART II

THE COMPETITION AND CONSUMER
PROTECTION COMMISSION

4. Continuation and re-naming of Zambia Competition
Commission

5. Functions of Commission

6. Executive Director and other staff

7. Inspectors

PART III

RESTRICTIVE BUSINESS AND ANTI-COMPETITIVE
TRADE PRACTICES

8. Prohibition of anti-competitive practice, agreement or decision
9. Horizontal agreements prohibited per se

10. Vertical agreements prohibited per se
11. Severability
12. Other horizontal and vertical agreements
13. Inter-connected bodies corporate
14. Share or supply threshold for authorisation of restrictive

agreements
15. Share of supply threshold for establishing existence of

dominant position
16. Prohibition of abuse of dominant position
17. Determination of relevant product market
18. Application for exemption
19. Determination of application for exemption

20. Amendment of exemption

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Single copies of this Act may be obtained from the Government Printer,
P.O. Box 30136, 10101 Lusaka. Price K26,000 each

21. Revocation of exemption
22. Exemption in respect of professional rules
23. Publicat ion of grant or revocation of exemption

PART IV
MERGERS

24. Definition of merger

25. Reviewable mergers
26. Threshold for authorisation of proposed merger
27. Other mergers subject to review
28. Negative clearance
29. Market assessment
30. Competition assessment
31. Public interest assessment
32. Period allowed for assessment
33. Undertakings on proposed merger
34. Determination of proposed merger
35. Revocation of merger
36. Compliance with other laws
37. Offences relating to mergers

PART V
MARKET INQUIRIES

38. Initiation of market inquiry

39. Purpose of market inquiry

40. Powers of investigation in connection with market inquiry

41. Action to be taken following market inquiry

PART VI
SECTOR REGULATED ACTIVITIES

42. Application of Act to sector regulated activities

43. Memorandum of understanding with sector regulators

44. Market inquiry into regulated sector

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PART VII
CONSUMER PROTECTION

45. Definition of unfair trading practice
46. Prohibition of unfair trading practice
47. False or misleading representation
48. Display of disclaimers prohibited

49. Prohibition of supply of defective and unsuitable goods and
services

50. Product labelling

51. Price display

52. Consumer product safety

53. Unfair contract term

54. Complaints on unfair contract term or trading practices,
defective goods, misrepresentations, e.t.c.

PART VIII
INVESTIGATIONS AND DETERMINATION BY COMMISSION

55. Investigations by Commission

56. Decision not to investigate

57. Consent agreement and undertaking

58. Directions relating to restrictive agreements

59. Directions relating to distortion, prevention or restriction of
competition

60. Appeals

61. Remedies in merger control

62. Interim measures

63. Review of directions and undertakings

64. Enforcement of directions and undertakings

65. Enforcement of competition law at request of foreign
competition authority

66. Regulations relating to investigations

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PART IX
THE COMPETITION AND CONSUMER PROTECTION TRIBUNAL

67. Establishment of Competition and Consumer Protection
Tribunal

68. Functions of Tribunal

69. Secretariat of Tribunal

70. Proceedings of Tribunal

71. Powers of Tribunal

72. False evidence

73. Determination of Tribunal in respect of mergers

74. Costs

75. Appeal to High Court

76. Expenses of Tribunal

77. Allowances of members and secretariat

78, Rules

PART X
GENERAL PROVISIONS

79. Leniency programme

80. Jurisdiction over acts committed outside Zambia

81. No execution on property of Commission

82. General penalty

83. Offences by body corporate or unincorporate body

84. Commission to issue guidelines

85. Dissemination of information

86. Fines

87. Regulations

88. Repeal of Act No. 18 of 1994

FIRST SCHEDULE

SECOND SCHEDULE

318 No. 24 of 2010] Competition and Consumer
Protection

An Act to continue the existence of the Zambia Competition
Commission and re-name it as the Competition and
Consumer Protection Commission; safeguard and promote
competition; protect consumers against unfair trade
practices; provide for the establishment of the
Competition and Consumer Protection Tribunal; repeal
and replace the Competition and Fair Trading Act, 1994;
and provide for matters connected with, or incidental to,
the foregoing.

[16th August, 2010

ENACTED by the Parliament of Zambia.

PART I
PRELIMINARY

1. This Act may be cited as the Competition and Consumer
Protection Act, 2010, and shall come into operation on such date as
the Minister may, by statutory instrument, appoint.

2. (1) In this Act, unless the context otherwise requires—

“ acquired ” means acquired by take over, purchase of shares
or assets, or any other means through which an enterprise
obtains, secures or gains a legal interest in another
independent enterprise;

“ agreement ” means any form of agreement, whether or not
legally enforceable, between enterprises which is
implemented or intended to be implemented in Zambia and
includes an oral agreement or a decision by a trade
association or an association of enterprises;

“ assets ” in relation to an enterprise, includes physical assets,
businesses, shares and other financial securities, brands
and intangible assets including goodwill, intellectual property
rights and knowhow;

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Protection

GOVERNMENT OF ZAMBIA

ACT
No. 24 of 2010

Date of Assent: 14th August, 2010

Enactment

Short title
and
commence-
ment

Interpreta-
tion

“ bid rigging ” means a horizontal agreement between
enterprises where—

(a) one or more parties to the agreement agrees not to
submit a bid in response to a call for bids; or

(b) the parties to the agreement agree upon the price,
terms or conditions of a bid to be submitted in
response to a call for bids;

“ Board ” means the Board of the Commission constituted
under paragraph 1 of the First Schedule;

“ Chairperson ” means the person appointed as Chairperson
of the Board under paragraph 1 of the First Schedule;

“ Commission ” means the Competition and Consumer
Protection Commission referred to under section four;

“ company ” has the meaning assigned to it in the
Companies Act;

“ concerted practice ” means a practice which involves some
form of communication or coordination between
competitors falling short of an actual agreement but which
replaces their independent action and restricts or lessens
competition between them;

“ confidential information ” means trade, business, commercial
or industrial information that belongs to an enterprise, has
a particular economic value and is not generally available
to, or known by, others;

“ consumer ” means—

(a) for the purposes of Part III, any person who
purchases or offers to purchase goods or services
supplied by an enterprise in the course of business,
and includes a business person who uses the
product or service supplied as an input to its own
business, a wholesaler, a retailer and a final
consumer; and

(b) for the purposes of the other Parts of this Act, other
than Part III, any person who purchases or offers
to purchase goods or services otherwise than for
the purpose of re-sale, but does not include a person
who purchases goods or services for the purpose
of using the goods or services in the production
and manufacture of any other goods for sale, or
the provision of another service for remuneration;

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Cap. 388

“ distribution ” means any act by which goods are sold or
services supplied for consideration;

“ dominant position ” means a situation where an enterprise
or a group of enterprises possesses such economic strength
in a market as to make it possible for it to operate in that
market, and to adjust prices or output, without effective
constraint from competitors or potential competitors;

“ enterprise ” means a firm, partnership, joint- venture,
corporation, company, association and other juridical
persons, which engage in commercial activities, and
includes their branches, subsidiaries, affiliates or other
entities, directly or indirectly, controlled by them;

“ essential facility ” means an infrastructure or resource that
cannot reasonably be duplicated, without access to which
competitors cannot reasonably provide goods or services
to their customers;

“ Executive Director ” means the person appointed as
Executive Director under section six;

“ former Commission ” means the Zambia Competition
Commission established under the repealed Act;

“goods or products” includes services, buildings and other
structures;

“ group ” in relation to an enterprise that is a company, means
that company, any other company that is its holding company
or subsidiary and any other company that is a subsidiary of
the holding company or a single economic entity;

“ horizontal agreement ” means an agreement between
enterprises each of which operates, for the purpose of the
agreement, at the same level of the market and would
normally be actual or potential competitors in that market;

“ inter connected ” in relation to bodies corporate, has the
meaning assigned to it under subsection (2);

“ inspector ” means a person appointed as inspector under
section seven;

“ irreparable injury ” means injury which is substantial and
can never be adequately remedied or atoned for by
damages;

Competition and Consumer [No. 24 of 2010 321
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Cap. 417

“ market ” in relation to any goods or services, includes a
market for those goods or services and other goods or
services that are substitutable for, or otherwise competitive
with, the goods or services;

“ merger ” has the meaning assigned to it in section twenty-
four;

“ micro business enterprise ” has the meaning assigned to in
the Zambia Development Agency Act, 2006;

“ negative clearance ” means the certification by

the Commission that an otherwise anti-competitive conduct
can be allowed under conditions specified by the
Commission;

“ per se ” in relation to a prohibited practice, means a practice
which is prohibited in all circumstances so that it is not
necessary for the Commission to demonstrate that it has
anticompetitive effects;

“ price ” means a charge of any description;

“ professional association ” means the controlling body
established by, or registered under, any law, or recognised
by the Commission as fulfilling similar functions on behalf
of its members, in respect of a profession;

“ re-sale price maintenance ” means an agreement between
a supplier and a dealer whose object or effect is, directly
or indirectly, to fix a minimum selling price to be used by
the dealer when re-selling goods to customers;

“ regulator ” means a regulatory body or agency, or a
Government department that exercises functions of
prudential, technical or economic regulation on the basis
of statutory powers;

“ repealed Act ” means the Competition and Fair Trading
Act, 1994;

“ sale ” includes an agreement to sell or offer for sale, the
furnishing of a quotation, whether verbally or in writing,
and any other act or notification by which willingness to
enter into any transaction for sale is expressed;

“ service ” includes the sale of goods, where the goods are
sold in conjunction with the rendering of a service;

“ services ” includes the carrying out and performance on a
commercial basis of any engagement, whether professional

322 No. 24 of 2010] Competition and Consumer
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Act No. 11
of 2006

Cap. 417

or not, other than the supply of goods, but does not include
the rendering of any services under a contract of
employment;

“ small claims court ” has the meaning assigned to it in the
Small Claims Courts Act;

“ small business enterprise ” has the meaning assigned to it
in the Zambia Development Agency Act, 2006;

“ statutory monopoly ” means a commercial undertaking or
an activity conducted by an entity, whether or not owned
wholly or partly by the State, on the basis of statutory
provisions that preclude other entities from conducting
the same activity;

“ subsidiary ” has the meaning assigned to it in the Companies
Act;

“ supply ” includes, in relation to —

(a) goods, the supply, including resupply, by way of sale,
exchange, lease, hire or hirepurchase of the goods;
and

(b) services, the provision by way of sale, grant or
conferment of the services;

“ Tribunal ” means the Competition and Consumer Protection
Tribunal established under section sixty-seven;

“ turnover ” means the latest audited gross sales of an
enterprise;

“ undertaking ” means a commitment, promise or other future
conduct that a person or enterprise provides to the
Commission in order to address any concern raised by the
Commission;

“ vertical agreement ” means an agreement between
enterprises each of which operates, for the purposes of
the agreement, at a different level of the production or
distribution chain and relates to the conditions under which
the parties may purchase, sell or resell certain goods or
services;

“ Vice-Chairperson ” means the person appointed as Vice-
Chairperson of the Board under paragraph 1 of the First
Schedule; and

“ Zambia Bureau of Standards ” means the Zambia Bureau
of Standards established under the Standards Act.

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Protection

Cap. 388

Cap. 47

Act No. 11
of 2006

Cap. 416

(2) Any two or more bodies corporate are to be treated as
interconnected if one or more of them is a subsidiary or are
subsidiaries of the other, or if all of them are subsidiaries of the
same body corporate.

3. (1) Except as otherwise provided for in this Act, this Act
applies to all economic activity within, or having an effect within,
Zambia.

(2) This Act binds the State insofar as the State or an enterprise
owned, wholly or in part, by the State engages in trade or business
for the production, supply, or distribution of goods or the provision
of any service within a market that is open to participation by other
enterprises.

(3) This Act shall not apply to—

(a) an agreement or conduct insofar as it relates to intellectual
property rights including the protection, licensing or
assignment of rights under, or existing by virtue of, a
law relating to copyright, design rights, patents or trade
marks;

(b) activities of employers or an agreement to which employers
are party, insofar as it relates to the remuneration, terms
or conditions of employment of the employees;

(c) activities of trade unions and other associations directed
at advancing the terms and conditions of employment
of their members;

(d) concerted conduct designed to achieve a non-commercial
socio-economic objective or similar purpose; and

(e) the business of any enterprise exercising a statutory
monopoly which precludes the entry of another enterprise
into the relevant market in Zambia:

Provided that—
(i) the enterprise does not enter into an

agreement that has the purpose of
restricting competition;

(ii) the conduct of the enterprise does not, in
itself or in conjunction with another
enterprise,amount to an abuse of a
dominant position; or

(iii) the enterprise, if it wishes to enter into a
merger transaction, is in compliance with
the provisions of this Act relating to
mergers.

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Application

(4) Notwithstanding paragraph (a) of subsection (3), the
Commission may apply the provisions of this Act to an agreement
or conduct, where it has reasonable grounds to believe that the
agreement or conduct involves a practice that

(a) is prohibited under subsection (1) of section nine or
subsection (1) of section ten or

(b) disproportionately restricts or prevents competition.

PART II
THE COMPETITION AND CONSUMER PROTECTION COMMISSION

4. (1) The Zambia Competition Commission established
under the repealed Act shall continue to exist as if established under
this Act and is for purposes of this Act hereby re-named the
Competition and Consumer Protection Commission.

(2) The Commission shall be a body corporate with perpetual
succession and a common seal, capable of suing and being sued in
its corporate name and with power, subject to the provisions of this
Act, to do all such acts and things as a body corporate may, by law,
do or perform.

(3) The provisions of the First Schedule apply to the
Commission.

5. The functions of the Commission are to—

(a) review the operation of markets in Zambia and the
conditions of competition in those markets;

(b) review the trading practices pursued by enterprises doing
business in Zambia;

(c) investigate and assess restrictive agreements, abuse of
dominant positions and mergers;

(d) investigate unfair trading practices and unfair contract
terms and impose such sanctions as may be necessary;

(e) undertake and publish general studies on the effectiveness
of competition in individual sectors of the economy in
Zambia and on matters of concern to consumers;

(f) act as a primary advocate for competition and effective
consumer protection in Zambia;

(g) advise Government on laws affecting competition and
consumer protection;

(h) provide information for the guidance of consumers
regarding their rights under this Act;

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Protection

Continuation
and re-
naming of
Zambia
Competition
Commission
Cap.417

Functions of
Commission

(i) liaise and exchange information, knowledge and expertise
with competition and consumer protection authorities in
other countries;

(j) advise the Minister on agreements relevant to competition
and consumer protection and on any other matter relating
to competition and consumer protection;

(k) co operate with and assist any association or body of
persons to develop and promote the observance of
standards of conduct for the purpose of ensuring
compliance with the provisions of this Act; and

(l) do all such acts and things as are necessary, incidental or
conducive to the better carrying out of its functions under
this Act.

6. (1) The Board shall appoint an Executive Director on such
terms and conditions as the Board may determine.

(2) The Executive Director shall be the chief executive officer
of the Commission and shall be responsible, under the direction of
the Board, for the daytoday administration of the Commission.

(3) The Executive Director shall be an ex-officio member of
the Board.

(4) The Board may appoint, on such terms and conditions as it
may determine, such other staff as it considers necessary for the
performance of the Commission’s functions under this Act.

7. (1) The Board may appoint any suitable person to be an
inspector for the purposes of ensuring compliance with this Act, on
such terms and conditions as the Board may determine.

(2) The Board shall provide an inspector with a certificate of
appointment in the prescribed form which shall be prima facie
evidence of the inspector’s appointment as such.

(3) An inspector shall, in performing any function under this
Act—

(a) be in possession of the certificate of appointment referred
to under

subsection (2); and

(b) show the certificate of appointment to any person who
requests to see it or is subject to an investigation under
this Act.

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Executive
Director and
other staff

Inspectors

(4) An inspector may, with a warrant, at any reasonable time —

(a) enter and search any premises occupied by an enterprise
or any other premises, including a private dwelling,
where information or documents which may be relevant
to an investigation may be kept;

(b) search any person on the premises if there are reasonable
grounds for believing that the person has personal
possession of any document or article that has a bearing
on the investigation:

Provided that a person shall only be searched by a
person of the same sex;

(c) examine any document or article found on the premises
that has a bearing on the investigation;

(d) require information to be given about any document or
article by —

(i) the owner of the premises;

(ii) the person in control of the premises;

(iii) any person who has control of the document or
article; or

(iv) any other person who may have the information;

(e) take extracts from, or make copies

of, any book or document found on the premises that has a
bearing on the investigation;

(f) use any computer system on the premises, or require
assistance of any person on the premises to use that
computer system, to—

(i) search any data contained in, or available to the
computer system;

(ii) reproduce any record from the data; or
(iii) seize any output from the computer for

examination and copying; and
(g) attach and, if necessary, remove from the premises for

examination and safeguarding any document or article
that appears to have a bearing on the investigation.

(5) An inspector who removes any document or article from
any premises under paragraph (g) of subsection (4) shall—

(a) issue a receipt for the document or article to the owner
of, or person in control of, the premises; and

(b) return the document or article as soon as practicable after
achieving the purpose for which it was removed.

Competition and Consumer [No. 24 of 2010 327
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(6) A person who—

(a) delays or obstructs an inspector in the performance of
the inspector’s functions;

(b) refuses to give an inspector such reasonable assistance
as the inspector may require for the purpose of
exercising the inspector’s powers; or

(c) gives an inspector false or misleading information in answer
to an inquiry made by the inspector;

commits an offence and is liable, upon conviction, to a fine not
exceeding two hundred thousand penalty units or to imprisonment
for a period not exceeding two years, or to both.

(7) An inspector shall furnish the Commission with a written
report and any other information relating to an inspection, as the
Commission may require.

(8) Nothing in this section requires a person to disclose or
produce information or a document, if the person would in an
action in a court be entitled to refuse to disclose or produce the
information or document.

PART III

RESTRICTIVE BUSINESS AND ANTI-COMPETITIVE TRADE PRACTICES

8. Any category of agreement, decision or concerted practice
which has as its object or effect, the prevention, restriction or
distortion of competition to an appreciable extent in Zambia is
anti-competitive and prohibited.

9. (1) A horizontal agreement between enterprises is
prohibited per se, and void, if the agreement—

(a) fixes, directly or indirectly, a purchase or selling price or
any other trading conditions;

(b) divides markets by allocating customers, suppliers or
territories

specific types of goods or services;
(c) involves bid rigging, unless the person requesting the bid

is informed of the terms of the agreement prior to the
making of the bid;

(d) sets production quotas; or
(e) provides for collective refusal to deal in, or supply, goods

or services.

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Prohibition
of anti-
competitive
practice,
agreement or
decision

Horizontal
agreements
prohibited
per se

(2) A person who contravenes subsection (1) commits an
offence and is liable, upon conviction, to a fine not exceeding five
hundred thousand penalty units or to imprisonment for a period not
exceeding five years, or to both.

(3) An enterprise that contravenes subsection (1) is liable to
pay the Commission a fine not exceeding ten percent of its annual
turnover.

10. (1) A vertical agreement between enterprises is prohibited
per se, and void, to the extent that it involves re-sale price
maintenance.

(2) Notwithstanding subsection (1), a supplier or producer may
recommend a minimum re-sale price to the re-seller of a good or a
service if—

(a) the supplier or producer makes it clear to the re-seller
that the recommendation is not binding; and

(b) the product has a price stated on it and the words
“recommended price” appear next to the stated price.

(3) An enterprise that contravenes subsection (1) is liable to
pay the Commission a fine not exceeding ten percent of its annual
turnover.

11. If an agreement prohibited under section nine or ten
contains any provisions that are not prohibited, the provisions shall
continue to have effect to the extent that they can be effected
without the prohibited provisions.

12. Subject to sections eight, nine and ten, an agreement
between enterprises is prohibited if the Commission determines
that—

(a) the agreement has the effect of preventing, distorting or
restricting competition or substantially lessening
competition in a market for any goods or services in
Zambia; and

(b) the agreement is not exempted under this Part.

13. Sections eight, nine, ten and twelve do not apply to an
agreement to which all the parties involved are interconnected
bodies corporate falling under a single economic unit.

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Protection

Vertical
agreements
prohibited
per se

Severability

Other
horizontal
and vertical
agreements

Intercon-
nected
bodies
corporate

14. (1) Where the parties to—

(a) a horizontal agreement, together supply or acquire thirty
percent or more of goods or services of any description
in a relevant market in Zambia; or

(b) a vertical agreement, individually supply or acquire, at
either one of the two levels of the market that are linked
by the agreement, fifteen percent or more of goods or
services of any description in a relevant market in
Zambia;

the parties shall apply to the Commission for authorisation of the
agreement in the prescribed manner and form.

(2) The Commission shall, upon receipt of an application under
subsection (1), carry out an investigation to determine whether the
agreement is prohibited under this Act.

(3) The Commission may, upon the conclusion of an
investigation under subsection (2), approve or reject the application.

(4) The Commission shall where it rejects an application under
subsection (3), inform the applicant accordingly and give the reasons
therefor.

15. A dominant position exists in relation to the supply of goods
or services in Zambia, if—

(a) thirty percent or more of those goods or services are
supplied or acquired by one enterprise; or

(b) sixty percent or more of those goods or services are
supplied or acquired by not more than three enterprises.

16. (1) An enterprise shall refrain from any act or conduct if,
through abuse or acquisition of a dominant position of market power,
the act or conduct limits access to markets or otherwise unduly
restrains competition, or has or is likely to have adverse effect on

trade or the economy in general.

(2) For purposes of this Part, “ abuse of a dominant position ”
includes—

(a) imposing, directly or indirectly, unfair purchase or selling
prices or other unfair trading conditions;

(b) limiting or restricting production, market outlets or market
access, investment, technical development or
technological progress in a manner that affects
competition;

330 No. 24 of 2010] Competition and Consumer
Protection

Share of
supply
threshold for
authorisation
of restrictive
agreements

Share of
supply
threshold for
establishing
existence of
dominant
position

Prohibition
of abuse of
dominant
position

(c) applying dissimilar conditions to equivalent transactions
with other trading parties;

(d) making the conclusion of contracts subject to acceptance
by other parties of supplementary conditions which by
their nature or according to commercial usage have no
connection with the subject matter of the contracts;

(e) denying any person access to an essential facility;

(f) charging an excessive price to the detriment of consumers;
or

(g) selling goods below their marginal or variable cost.

(3) An enterprise that contravenes this section is liable to pay
the Commission a fine not exceeding ten percent of its annual
turnover.

17. The Minister may, on the advice of the Commission,
prescribe the procedure for determining the relevant product market
within which the share of supply or acquisition thresholds are to be
met under subsection (1) of sections fourteen and fifteen.

18. (1) Subject to subsection (2), an enterprise that wishes to
be exempted from a prohibition under section twelve may apply to
the Commission for exemption in the prescribed manner and form
upon payment of the prescribed fee.

(2) Subsection (1) does not apply to an agreement that is
prohibited per se under this Act.

19. (1) The Commission may, after receipt of an application
under section eighteen—

(a) grant the exemption; or

(b) refuse to grant the exemption.

(2) The Commission shall grant an exemption to an agreement
that contributes to, or is likely to contribute to, or result in—

(a) maintaining or promoting exports from Zambia;

(b) promoting or maintaining the efficient production,
distribution or provision of goods and services;

(c) promoting technical or economic progress in the production,
distribution or provision of goods and services;

Competition and Consumer [ No. 24 of 2010 331
Protection

Determina-
tion of
relevant
product
market

Application
for
exemption

Determination
of
application
for
exemption

(d) maintaining lower prices, higher quality or greater choice
of goods and services for consumers;

(e) promoting the competitiveness of micro and small business
enterprises in Zambia; or

(f) obtaining a benefit for the public which outweighs or would
outweigh the lessening in competition that would result,
or is likely to result, from the agreement.

(3) The Commission may grant an exemption under subsection
(2), subject to such conditions and for such period as it considers
appropriate.

(4) The Commission shall, where it refuses to

grant an exemption under subsection (1), inform the applicant
accordingly and give the reasons therefor.

20. The Commission may amend an exemption granted under
section nineteen, if—

(a) some other enterprise has succeeded to the interest in the
enterprise exempted, by substituting the name of the
enterprise with the name of the successor;

(b) the name of the enterprise has changed, by substituting
the name so changed; or

(c) there has been a change in market circumstances since
the exemption was granted.

21. (1) The Commission may revoke an exemption, if—

(a) the exemption was granted on materially incorrect or
misleading information;

(b) there has been a material change of circumstances since
the exemption was granted; or

(c) the enterprise exempted fails to comply with any condition
upon which the exemption was granted.

(2) The Commission shall, where it proposes to revoke an
exemption under subsection (1), give notice, in writing, of the
proposed action to the enterprise to which the exemption was
granted and request the enterprise to submit to the Commission,
within seven days of the receipt of the notice, any representation
which the enterprise may wish to make on the proposed action.

(3) Notwithstanding subsection (2), an enterprise that does not
comply with a condition of an exemption is liable to pay the
Commission a fine not exceeding ten percent of its annual turnover.

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Revocation
of
exemption

Amendment
of exemption

22. (1) A professional association whose rules contain a
restriction that has the effect of lessening competition in a market
may apply to the Commission for an exemption of a prohibition
under section twelve in the prescribed manner and form upon
payment of the prescribed fee.

(2) Upon receipt of an application under subsection (1), the
Commission shall—

(a) publish in a daily newspaper of general circulation in
Zambia, a notice of the application; and

(b) give interested parties, fourteen days from the date of
that notice, to make representations concerning the
application.

(3) After considering an application and any representations
received in relation to the application, the Commission may—

(a) grant an exemption; or

(b) refuse to grant an exemption.

(4) The Commission shall publish a notice of its decision under
subsection (3), in such manner and form as it considers appropriate.

(5) The Commission may exempt all, or part, of the rules of a
professional association from the provisions of section twelve if,
having regard to internationally applied norms, any restriction
contained in those rules that has the effect of preventing or
substantially lessening competition in a market is reasonably required
to maintain—

(a) professional standards; or

(b) the ordinary function of the professional association.

(6) The Commission shall, where it refuses to grant an
exemption under subsection (3), inform the applicant accordingly
and give the reasons therefor.

(7) The Commission may, where it considers that any rules of
a professional association, either wholly or in part, should no longer
be exempt under this section, revoke the exemption in respect of
such rules or the relevant part of the rules, at any time after it
has—

(a) given the professional association notice of the proposed
revocation; and

(b) given interested parties fourteen days, from the date of
that notice, to make representations concerning the
revocation.

Exemption
in respect of
professional
rules

Competition and Consumer [No. 24 of 2010 333
Protection

(8) The exemption of a rule of a professional association or
the revocation of an exemption therefor, shall take effect from
such date as may be specified by the Commission.

23. The Commission shall, as soon as is practicable, publish in
a daily newspaper of general circulation in Zambia, a notice of
every exemption granted, and of every exemption revoked.

PART IV
MERGERS

24. (1) For purposes of this Part, a merger occurs where an
enterprise, directly or indirectly, acquires or establishes, direct or
indirect, control over the whole or part of the business of another
enterprise, or when two or more enterprises mutually agree to adopt
arrangements for common ownership or control over the whole or
part of their respective businesses.

(2) A merger contemplated in subsection (1) may be achieved
in the following circumstances:

(a) where an enterprise purchases shares or leases assets in,
or acquires an interest in, any shares or assets belonging
to another enterprise;

(b) where an enterprise amalgamates or combines with
another enterprise; or

(c) where a joint venture occurs between two or more
independent enterprises.

(3) For purposes of subsection (1), a person controls an
enterprise if that person—

(a) beneficially owns more than one half of the issued share
capital of the enterprise;

(b) is entitled to vote a majority of the votes that may be cast
at a general meeting of the enterprise, or has the ability
to control the voting of a majority of those votes, either
directly or through a controlled entity of that enterprise;

(c) is able to appoint or to veto the appointment of a majority
of the directors of the enterprise;

(d) is a holding company and the enterprise is a subsidiary of
that company;

(e) in the case of an enterprise which is a trust, has the ability
to control the majority of the votes of the trustees, to
appoint the majority of the trustees or to appoint or
change the majority of the beneficiaries of the trust;

334 No. 24 of 2010] Competition and Consumer
Protection

Publication
of grant or
revocation of
exemption

Definition of
merger

(f) has the ability to materially influence the policy of the
enterprise in a manner comparable to a person who, in
ordinary commercial practice, can exercise the element
of control referred to in paragraphs (a) to (e); or

(g) has the ability to veto strategic decisions of the enterprise
such as the appointment of directors, and other strategic
decisions which may affect the operations of the
enterprise.

25. (1) A merger is subject to the provisions of this Part if it is
reviewable by the Commission.

(2) The Commission shall review a merger if—

(a) the merger is subject to prior authorisation in accordance
with section twenty-six; or

(b) the Commission elects to review the merger in accordance
with section twenty-seven.

26. (1) Parties to a merger transactionthat meets the
prescribed threshold under subsection (5) shall apply to the
Commission for authorisation of the proposed merger in the
prescribed manner and form.

(2) The Commission may, upon receipt of an application under
subsection (1), approve or reject the application.

(3) The Commission shall, where it rejects an application under
subsection (2), inform the applicant accordingly and give the reasons
therefor.

(4) A merger that meets the prescribed threshold under
subsection (5) and is implemented without the Commission’s
authorisation is void.

(5) The Minister may, by statutory instrument, on the
recommendation of the Commission, prescribe the threshold to be
applied for the purposes of subsection (1).

27. (1) Notwithstanding section twenty-six, the Commission
may, where it has reasonable grounds to believe that a merger falls
below the prescribed threshold, review the merger if—

(a) the merger is likely to create a position of dominance in a
localised product or geographical market;

(b) the merger is likely to contribute to the creation of a
dominant position through a series of acquisitions which
are not individually subject to prior notification;

Competition and Consumer [No. 24 of 2010 335
Protection

Reviewable
mergers

Threshold
for
authorisation
of proposed
merger

Other
mergers
subject to
review

(c) the merger may substantially prevent or lessen competition;
(d) the merger is concluded outside Zambia and has

consequences in Zambia that require further
consideration; or

(e) as a result of the merger, there is, or is likely to be,
competition and public interest factors which require to
be considered.

(2) The Commission may, where it determines that a merger
is reviewable by the Commission under subsection (1), request any
party to the merger to submit to it any information on the transaction
for its verification.

(3) The Commission may, within seven days of receiving and
verifying the information under subsection (2), request the parties
to the merger to apply to the Commission for authorisation of the
merger in accordance with section twenty-six.

28. (1) Any party to a merger transaction seeking clarification
as to whether the proposed merger requires the authorisation of
the Commission under section twenty-six or is subject to review by
the Commission under section twenty-seven, may apply to the
Commission for negative clearance in the prescribed manner and
form upon payment of the prescribed fee.

(2) Negative clearance, if given, does not commit the
Commission if new information becomes available showing that
such clearance is not appropriate.

29. The Commission shall, upon receipt of a proposed merger
notification, carry out a market assessment of the proposed merger
to determine the likely effects of the proposed merger in the relevant
market, on trade and the economy in general.

30. (1) The Commission shall, in considering a proposed
merger, assess whether the merger is likely to prevent or
substantially lessen competition in a market in Zambia.

(2) Notwithstanding the generality of subsection (1), the
Commission shall in considering a proposed merger, take into
account the likely and actual factors that affect competition in a
defined market, including

(a) the levels of concentration of players in the relevant market;
(b) the creation or strengthening of barriers to market entry;
(c) the level of imports in the relevant market;
(d) the extent to which there is countervailing buyer or supplier

power in the relevant market;

336 No. 24 of 2010] Competition and Consumer
Protection

Negative
clearance

Market
assessment

Competition
assessment

(e) the availability of substitute products in the relevant market;
(f) the likelihood of the merger removing from the market an

existing effective and vigorous competitor;

(g) the dynamic characteristics of the market including growth,
innovation, pricing and other inherent market
characteristics; and

(h) the risk that a position of dominance may be abused.

31. The Commission may, in considering a proposed merger,
take into account any factor which bears upon the public interest in
the proposed merger, including—

(a) the extent to which the proposed merger is likely to result
in a benefit to the public which would outweigh any
detriment attributable to a substantial lessening of
competition;

(b) the extent to which the proposed merger would, or is
likely to, promote technical or economic progress and
the transfer of skills, or otherwise improve the production
or distribution of goods or the provision of services in
Zambia;

(c) the saving of a failing firm;
(d) the extent to which the proposed merger shall maintain

or promote exports from Zambia or employment in
Zambia;

(e) the extent to which the proposed merger may enhance
the competitiveness, or advance or protect the interests,
of micro and small business enterprises in Zambia;

(f) the extent to which the proposed merger may affect the
ability of national industries to compete in international
markets;

(g) socioeconomic factors as may be appropriate; and
(h) any other factor that bears upon the public interest.

32. (1) The Commission shall complete its assessment of a
proposed merger and issue its determination within a period of ninety
days from the date of the application for authorisation of the proposed
merger, unless a party to the proposed merger fails to provide the
Commission, during the period of assessment, information that is
required for the completion of the assessment.

(2) Where the Commission does not issue its determination
regarding a proposed merger, within the period specified in
subsection (1), the proposed merger shall be deemed to be approved.

Competition and Consumer [No. 24 of 2010 337
Protection

Public
interest
assessment

Period
allowed for
assessment

(3) The Commission may extend the assessment period
referred to in subsection (1), by a period not exceeding thirty days.

(4) The Commission shall, where it extends the assessment
period under subsection (3), give notice to the parties at least fourteen
days before the expiry of the ninety days.

33. The Commission may consider any undertakings offered
by a party to a proposed merger, in order to address any concern
relating to the proposed merger that has arisen, or may be expected
to arise, during the assessment of the proposed merger.

34. (1) The Commission may, after the completion of an
assessment and consideration of any representations on a proposed
merger—

(a) approve the proposed merger without any conditions;

(b) approve the proposed merger with conditions or
undertakings given by the parties to address competition
and other concerns that may have arisen during the
assessment of the proposed merger; or

(c) reject the proposed merger.

(2) The Commission shall, where it rejects a proposed merger,
inform the parties accordingly and give the reasons therefor.

35. (1) The Commission may, at any time, revoke an approved
merger if—

(a) a party to the merger submitted materially incorrect or
misleading

information in support of the merger; or
(b) a party to the merger fails to comply with any condition

of an approval of the merger.
(2) The Commission shall, where it proposes to revoke an

approved merger under subsection (1), give notice, in writing, of
the proposed action to every party to the merger, and to any other
person who is likely to have an interest in the matter, and call upon
such party or person to submit to the Commission, within thirty

days of the receipt of the notice, any representations which they
may wish to make on the proposed revocation.

36. An approval of a merger by the Commission under this
Part shall not relieve an enterprise from complying with any other
applicable laws.

338 No. 24 of 2010] Competition and Consumer
Protection

Undertakings
on proposed
merger

Determination
of proposed
merger

Revocation of
merger

Compliance
with other
laws

37. An enterprise which intentionally or negligently—

(a) implements a merger that is reviewable by the
Commissionwithout the approval of the Commission;

(b) implements a merger that is rejected by the Commission;
or

(c) fails to comply with conditions stated in a determination
or with undertakings given as a condition of a merger
approval;

commits an offence and is liable to a fine not exceeding ten percent
of its annual turnover.

PART V
MARKET INQUIRIES

38. The Commission may initiate a market inquiry where it
has reasonable grounds to suspect that a restriction or distortion of
competition is occurring—

(a) within a particular sector of the economy; or

(b) within a particular type of agreement occurring across
various sectors.

39. The purpose of a market inquiry is to determine—

(a) whether any feature, or combination of features, of each
relevant sector and each type of agreement has the effect
of preventing, restricting or distorting competition in
connection with the supply or acquisition of any goods
or services in Zambia; and

(b) whether any of the circumstances referred to in subsection
(2) of section nineteen, apply to the sector or type of
agreement on the same basis as they would have applied
to any matter arising under section sixteen.

40. For the purposes of a market inquiry under this Part, the
Commission may invite interested parties to submit information to
it and may exercise, in relation to any enterprise that it considers to
be involved in the matters covered by the inquiry, its powers of
investigation under this Act.

41. (1) The Commission shall, at the conclusion of a market
inquiry, publish its findings in a daily newspaper of general circulation
in Zambia.

Competition and Consumer [No. 24 of 2010 339
Protection

Offences
relating to
mergers

Initiation of
market
inquiry

Purpose of
market
inquiry

Powers of
investigation
in connection
with market
inquiry

Action to be
taken
following
market
inquiry

(2) The Commission shall, where it finds as a result of an inquiry
that the adverse effects for competition specified in paragraph (a)
of section thirty-nine exist in relation to a sector or a type of
agreement and that paragraph (b) of section thirty-nine does not
apply, or applies to a limited extent —

(a) insofar as particular practices identified by the inquiry are
capable of being addressed as matters falling within
section eight subsection (1) of section nine, subsection
(1) of section ten or subsection (1) of section sixteen,
deal with them in accordance with the provisions of this
Act relating to such matters; or

(b) insofar as the adverse effects for competition cannot be
remedied under this Act, or are the result of other
applicable laws, make recommendations to the Minister
for such further action, including amendments to
applicable laws as is required to provide an effective
remedy.

PART VI
SECTOR REGULATED ACTIVITIES

42. Subject to section three, the economic activities of an
enterprise in a sector where a regulator exercises statutory powers
is subject to the requirements of Part III.

43. The Commission shall, for the purpose of coordinating and
harmonising matters relating to competition in other sectors of the
economy, enter into a memorandum of understanding with any
regulator in that sector, in the prescribed manner and form.

44. The Commission may, where it determines that a regulated
sector is unduly restrictive of competition, conduct a market inquiry
into the sector, in accordance with Part V.

PART VII
CONSUMER PROTECTION

45. A trading practice is unfair if—
(a) it misleads consumers;
(b) it compromises the standard of honesty and good faith which

an enterprise can reasonably be expected to meet; or
(c) it places pressure on consumers by use of harassment or

coercion;
and thereby distorts, or is likely to distort, the purchasing decisions
of consumers.

340 No. 24 of 2010] Competition and Consumer
Protection

Application
of Act to
sector
regulated
activities

Memoran-
dum of
understand-
ing with
sector
regulators

Market
inquiry into
regulated
sector

Definition of
unfair
trading
practice

46. (1) A person or an enterprise shall not practice any
unfair trading.

(2) A person who, or an enterprise which, contravenes
subsection (1) is liable to pay the Commission a fine not exceeding
ten percent of that person’s or enterprise’s annual turnover or one
hundred and fifty thousand penalty units, whichever is higher.

47. A person who, or an enterprise which—
(a) falsely represents that—

(i) any goods are of a particular standard, quality,
value, grade, composition, style or model or have
a particular history or previous use;

(ii) any services are of a particular standard, quality,
value or grade;

(iii) any goods are new;

(iv) a particular person has agreed to acquire goods
or services; or

(v) any goods or services have sponsorship, approval,
affiliation, performance characteristics,
accessories, uses or benefits that they do not
have; or

(b) makes a false or misleading representation concerning—

(i) the price of any goods or services;

(ii) the availability of facilities for the repair of any
goods or of spare parts for goods;

(iii) the place of origin of any goods;

(iv) the need for any goods or services; or

(v) the existence, exclusion or effect of any condition,
warranty, guarantee, right or remedy;

is liable to pay the Commission a fine not exceeding ten percent of
that person’s or enterprise’s annual turnover or one hundred and
fifty thousand penalty units, whichever is higher.

48. (1) An owner or occupier of a shop or other trading
premises shall not cause to be displayed any sign or notice that
purports to disclaim any liability or deny any right that a consumer
has under this Act or any other written law.

(2) A person who, or an enterprise which, contravenes
subsection (1) is liable to pay the Commission a fine not exceeding
ten percent of that person’s or enterprise’s annual turnover.

Competition and Consumer [No. 24 of 2010 341
Protection

Prohibition
of unfair
trading
practice

False or
misleading
representa-
tions

Display of
disclaimer
prohibited

49. (1) A person or an enterprise shall not supply a consumer
with goods that are defective, not fit for the purpose for which they
are normally used or for the purpose that the consumer indicated
to the person or the enterprise.

(2) A person who, or an enterprise which, contravenes
subsection (1) commits an offence and is liable, upon conviction—

(a) to a fine not exceeding five hundred thousand penalty
units; and

(b) to pay the Commission, in addition to the penalty stipulated
under paragraph (a), a fine not exceeding ten percent
of that person’s or enterprise’s annual turnover.

(3) A person who, or an enterprise which, contravenes
subsection (1), shall

(a) within seven days of the supply of the goods concerned,
refund the consumer the price paid for the goods; or

(b) if practicable and if the consumer so chooses, replace the
goods with goods which are free from defect and are fit
for the purpose for which they are normally used or the
purpose that the consumer indicated to the person or
the enterprise.

(4) The Commission may, in addition to the penalty stipulated
under subsections (2) and (3)—

(a) recall the product from the market; or

(b) order the person or enterprise concerned, to pay a fine
not exceeding ten percent of that person’s or enterprise’s
annual turnover or three hundred thousand penalty units,
whichever is higher, where the recalled product re-
appears on the market.

(5) A person or an enterprise shall supply a service to a
consumer with reasonable care and skill or within a reasonable
time or, if a specific time was agreed, within a reasonable period
around the agreed time.

(6) A person who, or an enterprise which, contravenes
subsection (5) is liable to pay the Commission a fine not exceeding
ten percent of that person’s or enterprise’s annual turnover.

(7) In addition to the penalty stipulated under subsection (6),
the person or the enterprise shall—

342 No. 24 of 2010] Competition and Consumer
Protection

Prohibition
of supply of
defective and
unsuitable
goods and
services

(a) within seven days of the provision of the service
concerned, refund to the consumer the price paid for
the service; or

(b) if practicable and if the consumer so chooses, perform
the service again to a reasonable standard.

50. (1) A product that is sold in Zambia shall have a label to
clearly indicate the product name, the ingredients used in the
product, the date of manufacture and expiry of the product, the
manufacturer’s name, the physical location of the manufacturer,
the telephone number and any other contact details of the
manufacturer.

(2) A person or an enterprise shall not sell any goods to
consumers unless the goods conform to the mandatory consumer
product information standard for the class of goods set by the
Zambia Bureau of Standards or other relevant competent body.

(3) A person who, or an enterprise which, sells, exposes for
sale, imports, displays or deals with a product in any manner
contrary to subsection (1) or (2), commits an offence and is liable,
upon conviction, to a fine not exceeding three hundred thousand
penalty units or to imprisonment for a period not exceeding three
years, or to both.

(4) The Commission may, in addition to the penalty stipulated
under subsection (3)—

(a) recall the product from the market; or
(b) order the person or enterprise to pay a fine not exceeding

ten percent of that person’s or enterprise’s annual
turnover or three hundred thousand penalty units,
whichever is higher, where the recalled product re-
appears on the market.

(5) A person who, or an enterprise which, fails to comply
with an order under subsection (4), commits an offence and is
liable, upon conviction, to a fine not exceeding two hundred
thousand penalty units or to imprisonment for a period not exceeding
two years, or to both.

51. (1) A person or an enterprise shall not charge a consumer
more than the price indicated or displayed on a product or service.

(2) A person who, or an enterprise which, contravenes
subsection (1) is liable to pay the Commission a fine not exceeding
ten percent of that person’s or enterprise’s annual turnover.

Competition and Consumer [No. 24 of 2010 343
Protection

Product
labelling

Price display

52. (1) A person or an enterprise shall not sell any goods to
consumers unless the goods conform to the mandatory safety
standard for the class of goods set by the Zambia Bureau of
Standards or other relevant competent body.

(2) A person who, or an enterprise which, contravenes
subsection (1) commits an offence and is liable, upon conviction—

(a) to a fine not exceeding five hundred thousand penalty
units or to imprisonment for a period not exceeding five
years, or to both; and

(b) to pay the Commission, in addition to the penalty stipulated
under paragraph (a), a fine not exceeding ten percent
of that person’s or enterprise’s annual turnover.

(3) A person or an enterprise shall, in addition to the penalty
stipulated under subsection (2), be liable for any loss or damage,
including any indirect or consequential loss or damage, arising as a
result of—

(a) the lack of conformity of the goods with the relevant
standard; or

(b) the defect or dangerous characteristic on account of which
the goods have been declared unsafe.

(4) The Commission may, where it has reasonable grounds to
believe that a person or an enterprise is selling goods which are
unsafe, after consulting the Zambia Bureau of Standards and such

other relevant competent body as it considers appropriate, apply to
the Tribunal for an order that—

(a) goods of a certain description are unsafe and that the sale
of such goods to any consumer is prohibited; or

(b) goods of a certain description already sold to consumers
are unsafe and should be recalled from the market by
the supplier, who shall meet any expenses of the recall
as well as paying compensation to the consumer from
whom the goods are recalled.

53. (1) In a contract between an enterprise and a consumer,
the contract or a term of the contract shall be regarded as unfair if
it causes a significant imbalance in the parties’ rights and obligations
arising under the contract, to the detriment of the consumer.

(2) An unfair contract or an unfair term of a contract between
a consumer and an enterprise shall not be binding.

344 No. 24 of 2010] Competition and Consumer
Protection

Consumer
product
safety

Unfair
contract
term

(3) Notwithstanding subsection (2), a contract shall bind the
parties if it is capable of being enforced without the unfair term.

54. Any person who alleges that a person or an enterprise—

(a) is practising any unfair trading;

(b) has made a false or misleading representation in respect
of any goods, services or facilities;

(c) has displayed a disclaimer at any trading premises con-
trary to the provisions of this Act;

(d) has supplied defective or unsuitable goods or provided
unsuitable services to that person;

(e) is selling goods that do not conform with the mandatory
safety standards for the class of goods;

(f) has concluded or is enforcing an unfair contract or term
of contract to the detriment of that person; or

(g) has contravened any other provision of this Act relating
to consumer protection or has failed to comply with a
requirement under this Act, to the detriment of that per-
son;

may lodge a complaint with the Commission in the prescribed manner
and form.

PART VIII
INVESTIGATIONS AND DETERMINATION BY COMMISSION

55. (1) Subject to subsection (4), the Commission may, at its
own initiative or on a complaint made by any person, undertake an
investigation if it has reasonable grounds to believe that there is, or
is likely to be, a contravention of any provision of this Act.

(2) The Commission may, where it undertakes an investiga-
tion pursuant to subsection (1), carry out public consultations on
the subject of the investigation in such manner as it considers
appropriate.

(3) The Commission shall, upon opening an investigation, as
soon as practicable, give written notice of the investigation to the
person who is the subject of the investigation or to an enterprise
which is suspected to be a party to the matter to be investigated
and shall indicate in the notice, the subject matter and the purpose
of the investigation.

Competition and Consumer [No. 24 of 2010 345
Protection

Complaints
on unfair
contract
term or
trading
practices,
defective
goods,
misrepresenta-
tions, e.t.c.

Investiga-
tions by
Commission

(4) For the purpose of an investigation under this section, the
Commission may, by notice in writing served on any person, require
that person to—

(a) furnish to the Commission, in a statement signed by that
person or, in the case of a body corporate, by a director
or member or other competent officer, employee or agent
of the body corporate, within the time and in the manner
specified in the notice, any information pertaining to any
matter specified in the notice which the Commission
considers relevant to the investigation;

(b) produce to the Commission, or to a person specified in
the notice, any document or article, as specified in the
notice, which relates to any matter which the Commission
considers relevant to theinvestigation; or

(c) appear before the Commission, or before a person specified
in the notice, at a time and place specified in the notice,
to give evidence or to produce any document or article
specified in the notice.

(5) A person who, or an enterprise which, contravenes
subsection (4) commits an offence and is liable, upon conviction, to
a fine not exceeding one hundred thousand penalty units or to
imprisonment for a period not exceeding one year, or to both.

(6) The Commission may, where it has reasonable grounds to
believe that the giving of a written notice under subsections (3) and
(4) may materially prejudice its investigation, defer the giving of
such notice until after the investigation is concluded.

(7) Notwithstanding subsection (6), the Commission may
receive from any person any statement, document, information or
article that may assist with its investigation.

(8) The Commission may, upon giving notice under subsections
(3) and (4), invite comments from any party with an interest in the
matter under investigation.

(9) Nothing in this section compels a person to

supply any document or information which the person would be
entitled to refuse to produce or give in civil proceedings before any
court.

346 No. 24 of 2010] Competition and Consumer
Protection

(10) The Commission shall, at the conclusion of an
investigation under this section, publish a report of the inquiry and
its conclusions in such manner and form as it considers appropriate.

(11) The Commission shall not investigate a matter that is before
the Tribunal unless the Tribunal directs otherwise.

56. (1) The Commission shall, where it receives a request
from any person to investigate a matter and determines that a request
is frivolous or vexatious, dismiss the request and inform, in writing,
that person of its decision and the reasons therefor.

(2) The Commission may refer a request received from a person
or an enterprise to another regulatory authority and shall inform
the person or the enterprise of the reasons for its decision.

57. (1) The Commission may, at any time, during or after an
investigation under this Part, enter into a consent agreement with
an enterprise under investigation or request the enterprise to give
an undertaking in the prescribed manner and form.

(2) The Commission shall, upon entering into a consent
agreement with an enterprise, or receiving an undertaking from an
enterprise under subsection (1), submit the consent agreement or
undertaking, as the case may be, to the Tribunal for confirmation.

(3) The Tribunal may, upon receipt of the consent agreement
or undertaking under subsection (2)—

(a) give or withhold its confirmation; or

(b) return the matter to the Commission with an indication of
any changes that need to be made to the consent
agreement or undertaking before the Tribunal confirms
it.

(4) An undertaking confirmed by the Tribunal shall—

(a) be published by the Commission in the form of a decision
of the Commission; and

(b) have effect as if it were a direction of the Commission
under section fifty-nine.

(5) A person who, or an enterprise which, fails to comply with
any conditions stated in a consent agreement or with any undertaking
given by the person or the enterprise is liable to pay the Commission
a fine not exceeding ten percent of that person’s or an enterprise’s
annual turnover.

Competition and Consumer [No. 24 of 2010 347
Protection

Decision not
to investigate

Consent
agreement
and under-
taking

58. (1) The Commission may, where a restrictive agreement
falls within the scope of sections eight, nine, ten and twelve, give
an enterprise such directions, in writing, as the Commission considers
appropriate to ensure that the enterprise ceases to be a party to the
restrictive agreement.

(2) A direction under subsection (1) may, in particular, require
an enterprise to terminate or modify the restrictive agreement
concerned within such period as may be specified by the
Commission.

(3) The Commission may, in relation to a restrictive agreement
referred to under subsection (1), in addition to, or instead of, giving
a direction, make an order imposing a financial penalty on the
enterprise not exceeding ten percent of that enterprise’s annual
turnover during the period of the breach of the prohibition up to a
maximum period of five years.

(4) The Commission shall not impose a financial penalty unless
it is satisfied that the breach of the prohibition was committed
intentionally or negligently.

(5) An order imposing a penalty under subsection (3) shall be
in writing and shall specify the date by which the penalty is required
to be paid.

(6) The date specified under subsection (5) shall not be earlier
than the end of the period within which an appeal against the order
may be brought under section

sixty-one.

(7) Where a penalty has not been paid within the specified
date and—

(a) an appeal against the order is not made under section
sixty; or

(b) an appeal was made but dismissed or withdrawn;

the Commission may apply to the Tribunal for a mandatory order
to enforce the payment of the penalty against the enterprise
concerned.

59. (1) Where the Commission determines, after review, that
an enterprise is a party to a restrictive agreement referred to under
section eight, nine, ten or twelve or that it is a party to a dominant
position within the terms of section sixteen, and that—

348 No. 24 of 2010] Competition and Consumer
Protection

Directions
relating to
restrictive
agreements

Directions
relating to
distortion,
prevention
or restriction
of
competition

(a) in relation to the restrictive agreement, the agreement
has the object or effect of preventing, restricting or
distorting competition; or

(b) in relation to the dominant position, any conduct of the
enterprise—

(i) has the object or effect of preventing, restricting
or distorting competition; or

(ii) in any other way, constitutes exploitation of the
monopoly situation, the Commission may give
the enterprise such directions as it considers
necessary, reasonable and practicable to—

(A) remedy, mitigate or prevent the adverse
effects on competition that the
Commission has identified; or

(B) remedy, mitigate or prevent any
detrimental effects on users and
consumers so far as they have resulted
from, or are likely to result from, the
adverse effects on, or the absence of,
competition.

(2) The Commission shall, in determining, in any particular case,
the remedial measures required to be taken, have regard to the
extent to which any of the offsetting benefits specified in subsection
(2) of section nineteen are present in that case.

(3) Subject to subsections (1) and (2), a direction under this
section may include a requirement that the enterprise to which it is
given shall—

(a) terminate or amend an agreement;

(b) cease or amend a practice or course of conduct, including
conduct in relation to prices;

(c) supply goods or services, or grant access to facilities;

(d) separate or divest itself of any enterprise or assets; or

(e) provide the Commission with specified information on a
continuing basis.

(4) A direction given under this section shall be in writing.

60. A person who, or an enterprise which, is aggrieved with
an order or direction of the Commission under this Part may, within
thirty days of receiving the order or direction, appeal to the Tribunal.

Competition and Consumer [No. 24 of 2010 349
Protection

Appeals

61. (1) The Commission may, where it determines after an
investigation that an enterprise is a party to a merger and the creation
of a merger has resulted, or is likely to result, in a substantial lessening
of competition within a market for goods or services, give the
enterprise such directions as it considers necessary, reasonable and
practicable to—

(a) remedy, mitigate or prevent the substantial lessening of
competition; and

(b) remedy, mitigate or prevent any adverse effects that have
resulted from, or are likely to result from, the substantial
lessening of competition.

(2) The Commission may, in the case of a prospective merger,
require an enterprise to—

(a) desist from completion or implementation of the merger
insofar as it relates to a market in Zambia;

(b) divest such assets as are specified in a direction within
the period so specified in the direction, before the merger
can be completed or implemented; or

(c) adopt, or desist from, such conduct, including conduct in
relation to prices, as is specified in a direction as a
condition of proceeding with the merger.

(3) The Commission may, in the case of a completed merger,
require an enterprise to—

(a) divest itself of such assets as are specified in a direction
within the period so specified in the direction; or

(b) adopt, or to desist from, such conduct, including conduct
in relation to prices, as is specified in the direction as a
condition of maintaining or proceeding with the merger.

62. (1) Where—

(a) the Commission has reasonable grounds to suspect that
an enterprise is a party to a prohibited agreement and
has not completed its examination of the matter, but
believes that there is the risk of serious or irreparable
injury to a particular person as a consequence of the
agreement;

(b) an enterprise is a party to an agreement which is subject
to review, to a monopoly situation or to a merger, on
which the Commission has opened but not completed
an investigation, and the Commission is satisfied that—

350 No. 24 of 2010] Competition and Consumer
Protection

Remedies in
merger
control

Interim
measures

(i) there is prima facie evidence that competition is
being prevented, restricted, distorted or
substantially lessened and that, in consequence,
serious or irreparably damage may be caused
to a particular person; or

(ii) the enterprise is taking steps that would effectively
pre-empt remedial action being taken that would
restore the conditions of competition existing
prior to the investigation;

the Commission may, in writing, give such directions as

it considers appropriate if, as a matter of urgency, it considers it is
necessary to do so to—

(A) prevent serious or irreparable injury to a particular person
or category of persons;

(B) protect the public interest; or

(C) prevent or pre-empt action being taken by the enterprise
under investigation.

(2) The Commission shall give an enterprise to which it intends
to give a direction under this section an opportunity to make
representations before the direction is given.

63. (1) The Commission shall keep under review the
compliance with directions given by it and the performance of
undertakings given by an enterprise.

(2) The Commission may, where it is satisfied that there has
been a material change of circumstance—

(a) agree to vary or terminate a direction; or
(b) accept a variation to an undertaking, or release an

enterprise from an undertaking.

64. (1) Where the Commission determines that an enterprise
has failed, without reasonable cause, to comply with a direction or
undertaking, it may, subject to subsection (2), apply to the Tribunal
for a mandatory order requiring the enterprise to make good the
default within a time specified in the order.

(2) The Commission shall consider any representations an
enterprise wishes to make before making an application under
subsection (1).

(3) The Tribunal may provide in the order that all the costs of,
or incidental to, the application shall be borne by the enterprise in
default.

Competition and Consumer [No. 24 of 2010 351
Protection

Review of
directions
and
undertakings

Enforcement
of directions
and
undertakings

65. (1) Subject to the provisions of subsection (2), a foreign
competition authority may, where it has reasonable grounds to
believe that anti-competitive practices in Zambia are damaging
competition in the country of the authority, request the Commission
to investigate and make an appropriate determination.

(2) Subsection (1) applies—

(a) to requests from other members of the Common Market
for Eastern and Southern Africa or of the Southern
African Development Community by virtue of the
obligations assumed by Zambia towards these
organisations; and

(b) where the Minister has certified by order, in the Gazette,
that Zambia has entered into an agreement with one or
more States or organisations whereby, on a basis of
reciprocity, each party to the agreement shall exercise
the principle of comity on the basis described in
subsection (1) in investigating and determining cases
falling within its jurisdiction.

66. The Minister may, by statutory instrument, on the
recommendation of the Commission, make regulations to provide
for the manner in which investigations under this Part shall be carried
out.

PART IX
THE COMPETITION AND CONSUMER PROTECTION TRIBUNAL

67. (1) There is hereby established the Competition and Con-
sumer Protection Tribunal which shall consist of the following part-
time members appointed by the Minister:

(a) a legal practitioner of not less than ten years legal experi-
ence, who shall be the Chairperson;

(b) a representative of the Attorney-General, who shall be
the Vice-Chairperson; and

(c) three other members who shall be experts, with not less
than five years experience and knowledge, in matters
relevant to this Act.

(2) Subject to subsection (5), a member of the Tribunal shall
hold office for a period of four years from the date of appointment
and may be re-appointed for a further term of four years.

352 No. 24 of 2010] Competition and Consumer
Protection

Enforcement
of
competition
law at
request of
foreign
competition
authority

Regulations
relating to
investigations

Establishment
of
Competition
and
Consumer
Protection
Tribunal

(3) The Minister may appoint alternate members of the Tribunal
referred to in paragraph (c) who shall have, and may perform, the
functions of a member during a member’s absence.

(4) A person shall not be appointed as a member of the Tribunal
if the person—

(a) is an undischarged bankrupt;

(b) is insane or of unsound mind;

(c) is in lawful custody or the person’s freedom of movement
is restricted under any law in force within or outside
Zambia; or

(d) has been convicted of an offence under any law.

(5) The office of a member of the Tribunal shall become
vacant—

(a) upon the member’s death;

(b) if a member is absent without reasonable excuse from
three consecutive sittings of the Tribunal of which the
member had notice;

(c) if the member is removed by the Minister;

(d) if the member is adjudged bankrupt;

(e) if the member becomes mentally or physically incapable
of performing the duties of a member;

(f) if the member is convicted of an offence under any law
and sentenced therefor to imprisonment for a period
exceeding six months; or

(g) in the case of a member referred to in paragraphs (a) and
(b) of subsection (1), if that member ceases to practise
as a legal practitioner on disciplinary grounds confirmed
by the Law Association of Zambia.

(6) If a vacancy occurs in accordance with subsection (5), the
Minister may appoint a new member in accordance with subsection
(1), but the member shall hold office only for the unexpired period
of the term.

68. The functions of the Tribunal are to—

(a) hear any appeal made to it under this Act; and

(b) perform such other functions as are assigned to it under
this Act or any other law.

Competition and Consumer [No. 24 of 2010 353
Protection

Functions of
Tribunal

69. The Ministry responsible for commerce shall provide the
necessary secretarial and accounting services to the Tribunal to
perform its functions under this Act.

70. (1) Three members of the Tribunal shall form a quorum.

(2) Any question at a sitting or meeting of the Tribunal shall
be decided by a majority of the votes of the members of the Tribunal
at the sitting or meeting and in the event of an equality of votes, the
person presiding at the sitting or meeting shall have a casting vote
in addition to that person’s deliberative vote.

(3) A party to a hearing of the Tribunal may be represented by
a legal practitioner or, if the party so elects, by any other person or
in person.

(4) A decision of the Tribunal shall be in the form of a reasoned
judgment and a copy thereof shall be supplied to each party to the
proceedings and to every person affected by the decision.

(5) If a person is present at a meeting of the Tribunal at which
any matter is the subject of consideration, and in which matter the
person or that person’s spouse is directly or indirectly interested in
a private capacity, that person shall, as soon as is practicable after
the commencement of the meeting, disclose the interest and shall
not, unless the Tribunal otherwise directs, take part in any
consideration or discussion of, or vote on, any question relating to
that matter.

(6) A disclosure of interest made under this section shall be
recorded in the minutes of the meeting at which it is made.

(7) The Tribunal may, for the purpose of any proceedings, use
such assessors or experts as the Tribunal may determine.

(8) The Tribunal shall cause to be kept a record of its
proceedings.

71. (1) The Tribunal may—
(a) order the parties or either of them to produce to the Tribunal

such information as the Tribunal considers necessary
for purposes of the proceedings; or

(b) take any other course which may lead to the just, speedy
and inexpensive settlement of any matter before the
Tribunal.

(2) The Tribunal may summon witnesses, call for the production
of, or inspection of, books, documents and other things, and examine
witnesses on oath, and for those purposes, the Chairperson is hereby
authorised to administer oaths.

354 No. 24 of 2010] Competition and Consumer
Protection

Secretariat of
Tribunal

Proceedings
of Tribunal

Powers of
Tribunal

(3) A summons for the attendance of any witness or the
production of any book, document or other thing shall be signed by
the Chairperson and served in the prescribed manner.

72. A person who knowingly gives false evidence regarding
any matter which is material to a question in any proceedings before
the Tribunal commits an offence and is liable, upon conviction, to a
fine not exceeding one hundred thousand penalty units or to
imprisonment for a period not exceeding one year, or to both.

73. (1) The Tribunal may, if a merger is implemented in
contravention of this Act—

(a) order a party to the merger to sell any shares, interest or
other assets it has acquired pursuant to the merger; or

(b) declare void any provision of an agreement to which the
merger was subject.

(2) The Tribunal may, in addition to or in lieu of making an
order under subsection (1), direct any firm, or any other person, to
sell any shares, interest or assets of the firm if the prohibited
practice —

(a) cannot adequately be remedied in terms of another
provision of this Act; or

(b) is substantially conduct by that firm previously found by
the Tribunal to have been a prohibited practice.

(3) An order made in terms of subsection (1) or (2) may set a
time for compliance and any other terms that the Tribunal considers
appropriate, having regard to the commercial interests of the party
concerned.

74. (1) The Tribunal may make an order as to costs as it may
consider just having regard to the merits of the matter.

(2) Subject to subsection (1) the costs and charges in connection
with proceedings before the Tribunal shall be the costs reasonably
incurred by the person in connection with the proceedings or such
part of those costs as is determined by the Tribunal.

75. A person aggrieved with a decision of the Tribunal may
appeal to the High Court within thirty days of the determination.

76. The expenses and costs of the Tribunal shall be paid out
of funds appropriated by Parliament for the performance of the
Tribunal’s functions under this Act.

Competition and Consumer [No. 24 of 2010 355
Protection

False
evidence

Determina-
tion of
Tribunal in
respect of
mergers

Costs

Appeal to
High Court

Expenses of
Tribunal

77. There shall be paid to the members and the secretariat of
the Tribunal such allowances as the Minister may determine.

78. (1) The Chief Justice may, by statutory instrument, make
rules relating to—

(a) the manner and form for lodging of appeals under this
Part;

(b) the mode of summoning persons before the Tribunal;

(c) the form and manner of service of a summons requiring
the attendance of a witness before the Tribunal and the
production of any book, record, document or thing;

(d) the procedure to be followed and rules of evidence to be
observed in proceedings before the Tribunal; and

(e) the functions of the assessors and experts to the Tribunal.

(2) Rules made under this section may, in

particular, provide—

(a) that before any matters are referred to the Tribunal they
shall, in such manner as may be provided by the rules,
have been brought before and investigated by the
Commission in this respect;

(b) for securing notices for the proceedings and specifying
the time and manner of the proceedings; and

(c) for securing that any party to the proceedings shall, if
that person requires, be entitled to be heard by the
Tribunal.

PART X
GENERAL PROVISIONS

79. (1) The Commission may operate a leniency programme
where an enterprise that voluntarily discloses the existence of an
agreement that is prohibited under this Act, and co-operates with
the Commission in the investigation of the practice, may not be
subject to all or part of a fine that could otherwise be imposed
under this Act.

(2) The details of a leniency programme under subsection (1),
shall be set out in any guidelines of the Commission.

80. (1) A court of competent jurisdiction shall have jurisdic-
tion over any person for any act committed outside Zambia which,
if it had been committed in Zambia, would have been an offence
under this Act.

356 No. 24 of 2010] Competition and Consumer
Protection

Allowances
of members
and
secretariat

Rules

Leniency
programme

Jurisdiction
over acts
committed
outside
Zambia

(2) Any proceedings against a person under this section which
would be a bar to subsequent proceedings against the person, for
the same offence, if the offence had been committed in Zambia,
shall be a bar to further proceedings against the person under any
written law relating to the extradition of persons, in respect of the
same offence outside Zambia.

(3) The Mutual Legal Assistance in Criminal Matters Act shall
apply to proceedings under this Act.

81. Notwithstanding anything contrary contained in any written
law, where a judgment or order has been obtained against the
Commission, no execution or attachment, or process of any nature,
shall be issued against the Commission or against the property of
the Commission, but the Executive Director shall cause to be paid
out of the revenue of the Commission such amounts as may, by the
judgment or order, be awarded against the Commission to the person
entitled to the amounts.

82. A person who contravenes a provision of this Act for which
a specific penalty is not provided for under this Act, commits an
offence and is liable, upon conviction, to a fine not exceeding one
hundred thousand penalty units or to imprisonment for a period not
exceeding one year, or to both.

83. Where an offence under this Act is committed by a body
corporate or unincorporate body, every director or manager of the
body corporate or unincorporate body shall be liable, upon conviction,
as if the director or manager had personally committed the offence,
unless the director or manager proves to the satisfaction of the
court that the act constituting the offence was done without the
knowledge, consent or connivance of the director or manager or
that the director or manager took reasonable steps to prevent the
commission of the offence.

84. (1) In the exercise of its functions under this Act, the
Commission may make such guidelines as are necessary for the
better carrying out of the provisions of this Act.

(2) The Commission shall publish the guidelines issued under
this Act in a daily newspaper of general circulation in Zambia, and
the guidelines shall not take effect until they are so published.

(3) The guidelines issued by the Commission under this Act
shall bind all persons regulated under this Act.

Competition and Consumer [No. 24 of 2010 357
Protection

Cap. 98

No
execution on
property of
Commission

General
penalty

Offences by
body
corporate or
unincorporate
body

Commission
to issue
guidelines

85. The Commission may disseminate in such manner and form
as it considers appropriate, information and advice concerning the
operation of this Act.

86. (1) A fine payable under this Act shall be a debt due to
the State and shall be summarily recoverable as a civil debt.

(2) Wherever in this Act a fine is required to be paid in relation
to the annual turnover of a person or an enterprise, the percentage
to be retained by the Commission shall be as may be prescribed in
accordance with subsection (3).

(3) The Minister responsible for finance may, by statutory
instrument, prescribe the percentage of the turnover paid by a
person or an enterprise that is to be retained by the Commission.

87. (1) The Minister may, by statutory instrument, on the
recommendation of the Commission, make regulations for the better
carrying out of the provisions of this Act.

(2) Without prejudice to the generality of subsection (1),
regulations under that subsection may make provision for —

(a) the forms, fees payable and the procedure for applications
to be made under this Act;

(b) the information and documents to be submitted in support
of

applications to be made under this Act;
(c) the form of an exemption and the conditions therefor;
(d) the form of the negative clearance and the conditions

under which it is issued;
(e) the threshold for prior notification to the Commission of a

merger transaction;
(f) the manner and form of lodging appeals or reports with

the Commission;
(g) the manner and form of serving notices on any person;
(h) the manner and form of service of a notice requiring the

attendance of a person before the Commission and the
production of any book, record, document or thing;

(i) the manner in which the Commission shall carry out an
investigation under this Act;

(j) the manner and form in which the Commission shall insti-
tute an inquiry under this Act; and

(k) generally the carrying into effect of the purposes of this
Act.

358 No. 24 of 2010] Competition and Consumer
Protection

Dissemination
of
information

Fines

Regulations

88. (1) The Competition and Fair Trading Act, 1994, is hereby
repealed.

(2) Notwithstanding subsection (1), the provisions of the Sec-
ond Schedule shall apply in respect of the matters specified therein.

(3) Notwithstanding subsection (1), a person who immediately
before the commencement of this Act held office as a member of
the Board of the former Commission shall hold office as a member
of the Board for a period of three months after which the Minister
shall appoint the members of the Board in accordance with the
provisions of this Act.

Competition and Consumer [No. 24 of 2010 359
Protection

Repeal of
Act
No. 18 of
1994

FIRST SCHEDULE
(Section 4(3))

ADMINISTRATION OF COMMISSION

PART I
THE BOAD OF THE COMMISSION

1. (1) There is hereby constituted a Board of the Commission
which shall consist of the following members appointed by the
Minister:

(a) a representative from the Ministry responsible for
commerce;

(b) a representative of the Attorney General; and
(c) five other members, with experience and knowledge in

matters relevant to this Act, appointed by the Minister.

(2) The Chairperson and the Vice-Chairperson of the Board
shall be appointed by the Minister from amongst the members of
the Board.

(3) A person shall not be eligible for appointment as a member
of the Board if—

(a) that person is under any written law, adjudged or otherwise
declared to be of unsound mind;

(b) that person is adjudged or declared bankrupt under any
written law in Zambia; or

(c) that person has been convicted of an offence under this
Act or any other law.

2. (1) The seal of the Commission shall be such device as
may be determined by the Commission and shall be kept by the
Executive Director.

(2) The Chairperson or the Vice-Chairperson, the Executive
Director or any other person authorised by a resolution of the
Commission to so act, shall authenticate the affixing of the seal.

(3) Where a contract or instrument is not required to be under
seal, the Executive Director or a person authorised by the
Commission in that behalf, may execute the contract or instrument
on behalf of the Commission without seal.

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

360 No. 24 of 2010] Competition and Consumer
Protection

Composition
of Board of
Commission

Seal of
Commission

3. (1) A member of the Board shall, subject to the other
provisions of this Schedule, hold office for a term of four years and
may be reappointed for a further term of four years.

(2) Upon the expiration of the term for which a member is
appointed, the member shall continue to hold office until another
member is appointed, but in no case shall any extension of the
period exceed three months.

(3) The office of a member shall be vacated—
(a) upon the member’s death;

(b) if the member is adjudged bankrupt;

(c) if the member is absent from three consecutive meetings
of the Commission, of which the member has had notice,
without the prior approval of the Commission;

(d) upon the expiry of one month’s notice of the member’s
intention to resign, given by the member in writing to
the Minister;

(e) if the member becomes mentally or physically incapable
of performing duties as a member;

(f) if the member is removed by the Minister; or

(g) if the member is convicted of an offence under this Act
or any other law.

(4) Where there is a vacancy in the membership of the Board
before the expiry of the term of office, the Minister shall appoint
another person to replace the member who vacates office but that
person shall only hold office for the remainder of the term.

4. (1) Subject to the other provisions of this Act, the Board
may regulate its own procedure.

(2) The Board shall meet for the transaction of its business at
least once in every three months at such places and times as the
Board may determine.

(3) Upon giving notice of not less than fourteen days, a meeting
of the Board may be called by the Chairperson and shall be called
if not less than one third of the members so request in writing:

Provided that if the urgency of aparticular matter does not
permit the giving of any notice, a special meeting may be
called upon giving a shorter notice.

Competition and Consumer [No. 24 of 2010 361
Protection

Proceedings
of Board

Tenure of
office and
vacancy of
member

(4) Four members of the Board shall constitute a quorum.

(5) There shall preside at a meeting of the Board—

(a) the Chairperson;

(b) in the absence of the Chairperson, the ViceChairperson;
or

(c) in the absence of the Chairperson and the ViceChairperson,
such member of the Board as the members present may
elect from amongst themselves for the purpose of that
meeting.

(6) A decision of the Board on any question shall be by a majority
of the members present and voting at the meeting and, in the event
of an equality of votes, the person presiding at the meeting shall
have, in addition to a deliberative vote, a casting vote.

(7) Where a member is for any reason unable to attend any
meeting of the Board, the member may, in writing, nominate another
person from the same organisation to attend a meeting in that
member’s stead and such person shall be deemed to be a member
for the purpose of that meeting.

(8) The Board may invite any person whose presence, in its
opinion, is desirable to attend and participate in the deliberations of
a meeting of the Board, but that person shall have no vote.

(9) The validity of any proceedings, act or decision of the Board
shall not be affected by any vacancy in the membership of the
Board or any defect in the appointment of any member or by reason
that any person not entitled to do so, took part in the proceedings.

(10) The Board shall cause minutes to be kept of the proceedings
of every meeting of the Board.

5. (1) The Board may, for the purpose of performing its
functions under this Act, constitute a committee and delegate to
the committee such functions of the Board as it considers necessary.

(2) The Board may appoint as members of a committee
constituted under subparagraph (1), persons who are or are not
members of the Board and such persons shall hold office for such
period as the Board may determine.

(3) Subject to any specific or general direction of the Board,
any committee constituted under this paragraph may regulate its
own procedure.

362 No. 24 of 2010] Competition and Consumer
Protection

Committees

6. A member of the Board or any committee of the Board
thereof shall be paid such allowances as the Board may, with the
approval of the Minister, determine.

7. (1) If any person is present at a meeting of the Board or a
committee of the Board at which any matter, in which that person
or any member of the person’s immediate family is directly or
indirectly interested in a private capacity, is the subject of
consideration, that person shall, as soon as practicable after the
commencement of the meeting, disclose that interest and shall not,
unless the Board or the committee otherwise directs, take part in
any consideration or discussion of, or vote on any question relating
to that matter.

(2) A disclosure of interest made under this paragraph shall be
recorded in the minutes of the meeting at which the disclosure is
made.

8. (1) A person shall not, without the consent in writing given
by, or on behalf of, the Board, publish or disclose to any unauthorised
person, otherwise than in the course of that person’s duties, the
contents of any document, communication or information
whatsoever, which relates to, or which has come to that person’s
knowledge in the course of that person’s duties under this Act.

(2) A person who contravenes subparagraph (1) commits an
offence and is liable, upon conviction, to a fine not exceeding two
hundred thousand penalty units or to imprisonment for a period not
exceeding two years, or to both.

(3) A person who, having information which to the knowledge
of that person has been published or disclosed in contravention of
subparagraph (1), unlawfully publishes or communicates the
information to any other person, commits an offence and is liable,
upon conviction, to a fine not exceeding two hundred thousand
penalty units or to imprisonment for a period not exceeding two
years, or to both.

9. An action or other proceedings shall not lie or be instituted
against a member of the Board, a committee of the Board or a
member of staff of the Commission, for or in respect of any act or
thing done or omitted to be done in good faith in the exercise or
performance, or purported exercise or performance, of any of the
powers, functions or duties conferred under this Act.

Competition and Consumer [No. 24 of 2010 363
Protection

Allowances

Disclosure
of interest

Prohibition
of publica-
tion of, or
disclosure of
information
to
unauthorised
person

Immunity of
member and
staff

PART II
FINANCIAL PROVISIONS

10. (1) The funds of the Commission shall consist of such
moneys as may —

(a) be appropriated by Parliament;

(b) be paid to the Commission by way of fees, levies, grants
or donations; or

(c) vest in or accrue to the Commission.

(2) The Commission may—

(a) accept moneys by way of grants or donations from any
source in Zambia and, subject to the approval of the
Minister, from any source outside Zambia;

(b) raise by way of loans or otherwise, such moneys as the
Commission may require for the discharge of the
Commission’s functions; or

(c) in accordance with the regulations made under this Act,
charge and collect fees for services provided by the
Commission.

(3) There shall be paid from the funds of the Commission—

(a) the salaries, allowances and loans of members of staff of
the Commission;

(b) reasonable travelling, transport and subsistence allowances
for members of the Commission or members of any
committee of the Commission when engaged in the
business of the Commission, at such rates as the
Commission may, with the approval of the Minister,
determine; and

(c) any other expenses incurred by the Commission in the
performance of the Commission’s functions.

(4) The Commission may invest, in such manner as the
Commission thinks fit, funds that the Commission does not
immediately require for the performance of the Commission’s
functions.

11. The financial year of the Commission shall be the period
of twelve months ending on 31st December in each year.

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12. (1) The Commission shall cause to be kept proper books
of accounts and other records relating to the Commission’s accounts.

(2) The accounts of the Commission shall be audited by the
Auditor-General or by auditors appointed by the Auditor-General.

(3) The auditor’s fees shall be paid by the Commission.

13. (1) As soon as practicable, but not later than ninety days
after the end of the financial year, the Commission shall submit to
the Minister a report concerning its activities during the financial
year.

(2) The report referred to in subparagraph (1), shall include
information on the financial affairs of the Commission and there
shall be appended to the report—

(a) an audited balance sheet;
(b) an audited statement of income and expenditure; and
(c) such other information as the Minister may require.

(3) The Minister shall, not later than seven days after the first
sitting of the National Assembly next after receipt of the report
referred to in subparagraph (1), lay the report before the National
Assembly.

SECOND SCHEDULE
(Section 88(2))

SAVINGS AND TRANSITIONAL PROVISIONS

1. (1) For the avoidance of doubt, a person who, before the
commencement of this Act, was an officer or employee of the
former Commission, shall continue to be an officer or employee of
the Commission, as the case may be, as if appointed or employed
under this Act.

(2) The service of the persons referred to in subparagraph (1)
shall be treated as continuous service.

(3) Nothing in this Act affects the rights and liabilities of any
person employed or appointed by the former Commission before
the commencement of this Act.

2. (1) On or after the commencement of this Act, there shall
be transferred to, vest in and subsist against the Commission by
virtue of this Act and without further assurance, all assets, rights
and obligations which immediately before that date were the assets,
rights, liabilities and obligations of the former Commission.

(2) Subject to subparagraph (1), every deed, bond and
agreement, other than an agreement for personnel service, to which
the former Commission was a party immediately before the

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commencement of this Act whether or not of such a nature that
rights, liabilities and obligations could be assigned, shall, unless its
subject matter or terms make it impossible that it should have effect
as modified, as provided under this paragraph, have effect as if—

(a) the Commission had been party to it;

(b) for any reference to the former Commission there was
substituted, with respect to anything falling to be done
on or after the commencement of this Act, a reference
to the Commission; or

(c) for any reference to any officer of the former Commission,
not being a party to it and beneficially interested, there
were substituted, as respects anything falling to be done
on or after the commencement of this Act, a reference
to such officer of the Commission as the Commission
shall designate.

(3) Where under this Act, any assets, rights, liabilities and
obligations of the former Commission are deemed to be transferred
to the Commission in respect of which transfer a written law
provides for registration, the Commission shall make an application
in writing to the appropriate registration authority for registration
of the transfer.

(4) The registration authority, referred to in subparagraph (2),
shall make such entries in the appropriate register as shall give
effect to the transfer and, where applicable, issue to the transferee
concerned a certificate of title in respect of the property or make
necessary amendments to the register and shall endorse the deeds
relating to the title, right or obligation concerned and no registration
fees or other duties shall be payable in respect of the transaction.

3. (1) Any legal proceedings or application of the former
Commission pending immediately before the commencement of
this Act by or against the former Commission may be continued by
or against the Commission.

(2) After the commencement of this Act, proceedings in respect
of any right, liability or obligation which was vested in, held, enjoyed,
incurred or suffered by the former Commission, may be instituted
by or against the Commission.

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