Corporate Secretarial Practice KASNEB Notes

Download Corporate Secretarial Practice KASNEB Notes

CS Part 2 SECTION 4

COURSE OUTLINE

GENERAL OBJECTIVE

This paper is intended to equip the candidate with the knowledge, skills and attitudes that will enable him/her to effectively undertake corporate secretarial practice duties.

LEARNING OUTCOMES

A candidate who passes this paper should be able to:

  • Demonstrate knowledge of the process of registration of various forms of organisations
  • Demonstrate    knowledge    of    carrying    out    corporate    secretarial    services; governance and compliance services and corporate advisory services
  • Demonstrate an understanding of the administration of executorships, retirement benefits and estates.

CONTENT

Introduction to corporate secretarial practice

  • Definition of terms (Certified Public Secretary, Certified Secretary, Company Secretary, Corporate Secretary, Corporation Secretary, Board Secretary and Chartered Secretary)
  • Evolution of the corporate secretarial profession (Global perspective and Case study of Kenya)

Professional framework of the corporate secretarial profession

  • Legal and regulatory framework
  • Role and mandate of corporate secretarial professional bodies
  • Governance Guideline on Professional Ethics and Conduct (GG 001)
  • Continuous professional development
  • Registration and deregistration procedures
  • Disciplinary procedures

Governance standards

  • GS 001: General Meetings
  • GS 002: Meetings of the Board
  • GS 003: Minutes
  • GS 004: Resolutions
  • GS 005: Board papers
  • GS 006: Registers and records
  • GS 007: Filing annual returns
  • GS 008: Common seal
  • GS 009: Forfeiture of shares

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Corporate secretary and corporate secretarial firms

  • Legal, regulatory and professional provisions on the office of the corporate secretary
  • Appointment and removal of the secretary
  • Professional qualifications and qualities of a secretary
  • Rights, statutory and contractual obligations of a corporate secretary
  • Governance Guideline on the Role of the Certified Secretary (GG 002)
  • Role of the Corporate Secretary in mergers and acquisition
  • Role of Corporate Secretary in Corporate liquidation
  • Vacation of office of the Secretary
  • Professional framework for practicing Certified Secretaries
  • Corporate Secretarial Services
  • Governance and Compliance services
  • Corporate Advisory Services
  • Setting up of professional practice
  • Required knowledge, skills and competencies
  • Managing sustainable corporate secretarial firms
  • Professional engagement and clearance as a Corporate Secretary
  • Role  of  the  Companies  Registry  and  Business  Registration  Service  Board  in facilitating Corporate Secretarial Services

Formation of business organisations and other entities

  • Incorporation    of    companies    (limited    by    shares,    limited    by    guarantee, unlimited)
  • Registration of business names
  • Formation of not for profit organisations
  • Registrations of sacco societies
  • Registration of other incorporated and unincorporated organisations
  • Conversion/reconversion of one form of business to another
  • Re-registration
  • Registration of branches for foreign companies
  • Memorandum and Articles of Association
  • By-laws and other constitutive documents for various forms of organisations
  • Procedure and effects of altering Memorandum  and  Articles  of  Association  and other constitutive documents
  • Shareholders agreements

Seal and authentication of documents

  • Approval of Common Seal
  • Form and content of Common Seal
  • Authority and mode of affixation
  • Register of documents executed under common seal
  • Custody of Common Seal
  • Official seal for use abroad
  • Authentication of documents
  • Legal, regulatory and professional requirements

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Statutory reports, registers and returns for business organisations and other entities

  • Meaning of statutory reports, registers and returns
  • Types of statutory reports, registers and returns
  • Content and form of statutory reports, registers and returns
  • Maintenance of reports, registers and returns
  • Legal and regulatory requirements on filing of of statutory reports   registers     and returns for various types of organisations
  • Penalties for non-compliance

Management of share registration services

  • Issue of shares at par/premium/discount
  • Letters of offer, allotment letters renunciation
  • Call on shares
  • Rights and bonus issues
  • Shares with different differential rights
  • Issue and redemption of shares
  • Immobilisation of share certificates
  • Shareholder rights
  • Share ownership registration
  • Maintenance of registers of members and debenture holders
  • Manual and electronic share registers
  • Shares transfer and shares transmission
  • In house and outsourced share registry service
  • Managing unclaimed shares
  • Role of the Secretary in share registration

Management of dividends

  • Types of dividends
  • Management of dividends
  • Procedure in dividends payment
  • Payment and taxation of dividends
  • Declaration of dividends out of reserves
  • Restriction on distribution
  • Closure of register of members
  • Managing unclaimed dividends
  • Role of the Secretary in dividends payment

Employee share schemes

  • Share incentive plans
  • Savings related schemes
  • Profit sharing schemes
  • Company share option plans
  • Administering an employee share scheme

Board development

  • Content and form of Board induction
  • Content and form of Board training calendar and program
  • Content and form of Board Manual (Board Charter and policies)
  • Content and form of Board annual work plan
  • Meaning and importance Board evaluation
  • Approaches to Board evaluation
  • Board Evaluation Tool
  • Conduct of Board Evaluation
  • Board Evaluation Report
  • Role of Corporate Secretary in Board evaluation process

Corporate communication

  • The Corporate Secretary as the Board Communicator
  • Corporate communication policies
  • Communication with the Board, management and shareholders
  • Stakeholder’s engagement
  • Disclosure of information
  • Managing confidential information

Retirement benefits and estate management

  • Overview of the legal and regulatory framework in retirement  benefits  and  estate management
  • Types of retirement benefits
  • Pension schemes
  • Provident funds
  • Trust deeds and rules
  • Executorships
  • Administration of estates
  • Organisation for Economic Cooperation and Development (OCD)  guidelines on pension fund asset management

Emerging issues and trends

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