Governance and Secretarial Audit KASNEB Notes

Download Governance and Secretarial Audit KASNEB Notes




This paper is intended to equip the candidate with knowledge, skills and attitudes that will enable him/her to effectively plan and conduct a governance and secretarial audit.


A candidate who passes this paper should be able to:

  • Identify the objectives and scope of governance and secretarial audits
  • Design and implement a governance and secretarial audit strategy
  • Prepare and interpret various governance and secretarial audit reports
  • Analyse the various check-lists/work sheets for governance and secretarial audits
  • Conduct board evaluations.


Professional framework for governance audits

Governance Audit Guidelines and Tools

  • GG 003: Governance Audit Guidelines
  • GG 004: Governance Audit Peer Review Mechanism
  • Governance audit tools
  • Engagement letter
  • Management letter
  • Management representations

Codes of Governance

  • Code of Governance for State Corporations ( Mwongozo) 2014
  • Code of Corporate Governance Practices for Issuers of Securities to the Public
  • Code of Governance for Private Organisations

Introduction to governance auditing

  • Nature, purpose and scope of the governance audit
  • Authority and responsibility of the governance auditor
  • Advantages and disadvantages of governance audit
  • Types and timing of governance audits
  • Legal framework for governance audit
  • General principles of governance audit
  • Governance audit criteria
  • The role ICS in governance and secretarial auditing

Download Governance and Secretarial Audit KASNEB Notes

Governance control and compliance

  • Management control systems in corporate governance
  • Objectives and importance of governance control systems
  • Management of information in governance audit
  • The importance of governance control in risk management

Governance auditor engagement

  • Appointment, qualification, rights, duties and dismissal of governance auditors
  • Governance audit proposal
  • Acceptance procedures
  • Governance audit engagement
  • Agreed upon procedures
  • Soliciting for clients and advertising

Planning for governance audits

  • Preparing for a governance audit
  • Governance audit strategy
  • Developing governance audit plan and programme
  • List of documents to be reviewed for the governance audit process

Conduct of governance audit

  • Reviewing the governance and internal control systems
  • Documentation in governance audit
  • Coordination in the conduct of governance audit
  • Governance compliance checklists
  • Group governance audits
  • Role of in-house corporate secretary, internal auditor, external auditor, audit committee, regulatory oversight bodies and other governance assurance functions
  • Process of governance audit
  • The governance audit cycle
  • Governance audit tools
  • Scoring methodology
  • Data analysis
  • Communication between governance auditor and client organisation

Governance audit evidence and review

  • Nature and sources of governance audit evidence
  • Types of governance audit evidence
  • Techniques of gathering governance audit evidence
  • Limitations in gathering governance audit evidence
  • Types of governance audit tests
  • Governance audit sampling
  • Using the work of experts

Download Governance and Secretarial Audit KASNEB Notes

Post governance audit

  • Nature and scope of subsequent events
  • General guidelines on subsequent events

Peer review mechanism

  • Purpose, scope and types of peer review
  • Responsibilities of parties in peer review
  • Peer review mechanism stages
  • Quality management and assurance measures
  • Confidentiality requirements

Governance auditor’s report

  • Purpose and users of governance auditor’s report
  • Contents and elements of governance auditors’ report
  • Types of governance audit reports
  • Consequences of various governance audit reports
  • Review of statutory reports, returns and other governance documents
  • Types of governance audit reports
  • Filing governance audit reports with relevant authorities

Governance Audit Report

Governance Awards in practice

  • The ICS Governance Awards, other regional governance awards
  • Parameters evaluated in the governance awards
  • Award evaluation tool and scoring
  • Governance Index

Case Studies

Emerging issues and trends

Download Governance and Secretarial Audit KASNEB Notes

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