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
Download Corporate Secretarial Practice KASNEB Notes
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
Download Corporate Secretarial Practice KASNEB Notes
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
