Download Meetings: Compliance and Administration Notes
CS Intermediate Level Notes
UNIT DESCRIPTION
This paper is intended to equip the candidate with the knowledge, skills and attitudes that will enable him/her to comply with legal requirements for conducting meetings in both public and private sectors
LEARNING OUTCOMES
A candidate who passes this paper should be able to:
- Demonstrate an understanding of the law and procedure of meetings
- Develop an agenda and prepare the relevant documentation for various meetings
- Plan and manage meetings in various environments.
- Relate effectively with various stakeholders during meetings.
- Develop a compliance strategy and plan
- Conduct a compliance assessment/compliance health check
CONTENT
Introduction to Meetings
- Legal and regulatory frameworks for different kinds of entities
- Meaning of a meeting
- Types of meetings; private and public sector meetings
- Maintaining order at meetings
- Police powers in relation to public and private meetings
- Meetings held in public places
- Meetings held in private places
- Convention, constitution and conduct of meetings
- Complying with requirements of various meetings
- Elections
- Resolutions
- Adjournments and postponement
- Role of the chair, secretary and members before, during and after meeting
- The meeting chairperson; qualifications, qualities and effectiveness, appointment and removal
- Law of defamation; nature and scope, defamatory statements, defences and legal remedies
Professional framework of the corporate secretarial profession
- Evolution of the corporate secretarial profession (Global perspective and Case study of Kenya)
- Legal and regulatory framework
- Role and mandate of corporate secretarial professional bodies
- Procedures on registration and deregistration as a member
- Professional qualifications and qualities of a secretary
- Required knowledge, skills and competencies
- Appointment and vacation of office of the Secretary
- Professional engagement and clearance as a Corporate Secretary
- Rights, statutory and contractual obligations of a corporate secretary
- Role of corporate secretarial
- Continuous professional development
- Disciplinary procedures
Download Meetings: Compliance and Administration Notes
Governance standards and guidelines
- 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
- GG 001- Professional ethics
- GG 002- Role of the corporate secretary
- GG 005: Virtual meetings
Members’ Meetings
- Meaning, nature and scope of members’ meetings
- Statutory meeting
- Annual general meeting
- Special general meeting
- Extraordinary general meeting
- Class meeting
- Meeting of debenture holders
- Duties of the corporate secretary before, during and after a general meeting
- Methods of holding company meetings
- Requirements for a valid physical, virtual and hybrid members’ meeting
- Requirements for circulation of resolutions
- Requirements for keeping records of corporate resolutions and meetings
Board and Committee Meetings
- Meaning, membership and functions of the board
- Powers of the board
- Restrictions on board members’ powers
- First board meeting
- Subsequent board meetings
- Meetings of board committees
- Requisites of valid board and committee meetings
- Legal provisions regarding convening and management of board and committee meetings
- Board annual work plan and calendar
- The role of the secretary before, during and after board and committee meeting
Download Meetings: Compliance and Administration Notes
Meetings in Company liquidation
- Introduction to members’ and creditors’ voluntary liquidation
- Legal provisions for members’ and creditors’ voluntary liquidation
- Liquidation by the court
- Legal provisions for liquidation by the court.
Meetings of County and National Assembly
- Standing orders
- Meetings of the House
- Requirements for a valid physical, virtual and hybrid physical, virtual and hybrid National Assembly meeting
- Swearing in of members and election of Speaker
- Sittings and adjournment of the House
- Quorum of the House
- Order of Business
- Motions and Amendments
- Divisions
- Rules of Debate
- Limitations of Debate
- Requirements for keeping records of County and National Assembly meetings
Registration and Compliance Requirements for:
- Pension Funds
- Cooperative Societies
- Political Parties
- Public Benefit Organisations
- Education Institutions
- Religious Institutions
- Residents Associations
- Business names
- Partnerships
- Companies
- Foreign branch establishments
- Drafting, altering and registration of memorandum of association, articles of association, by-laws and other constitutive documents for various forms of organisations
- 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
Listing at the securities exchange
- Listing requirements:
- Regulatory regime
- Listing process
- Types of public issue
- Role of the advisers: sponsor, broker, financial public relations consultants, lawyers, accountant, share registrars, other advisers
- Prospectus contents and approval
- Dematerialisation
Download Meetings: Compliance and Administration Notes
Statutory Reports, Registers, Records and Returns
- Meaning, types and contents
- Maintenance of statutory reports, registers, records and returns
- Legal and regulatory requirements on filing of statutory reports, registers, records and returns for various types of organisations
- Annual statutory returns
- Register of Members
- Register of Directors and Secretaries
- Register of Allotments
- Register of Transfers
- Register of Charges
- Register of Beneficial Owners
- Register of Residential Address, etc.
- Register of charges and debentures
- Registers of interests in voting shares of a public company
- Tax, NHIF, and NSSF requirements
- Occupational safety and health format of registers, custody and retention of registers
- Access to records and registers
- Inspection: in person, right to request copies, fees
- Minute books: custody and retention, access rights
- Financial records: custody and retention, inspection
- Integrated Reporting
- Corporate governance report
- Directors’ remuneration report
- Retention periods for documents and registers
- Managing Classified information
- Preparation and approval of registers and records
- Process and procedure of effecting and filing corporate changes in: register of members; board members, registered capital, corporate, corporate address, corporate name, corporate objective
- Role and responsibilities of the corporate secretary in the external audit process and in the annual reporting cycle
- Penalties for non-compliance
Compliance Strategy and Plan
- Nature of a compliance strategy and plan
- Preparation and execution of a compliance strategy and plan
- Monitoring and evaluation of the strategy and plan
- Draft a compliance checklist and schedule for the organisation.
- Compliance Assessment/Compliance health check
- Periodical fit and proper tests for directors, Corporate Secretary and Senior Management
- Annual review of implementation status of previous board resolutions
- Statutory review and comparison of Corporate and registry records to ensure consistency and full compliance with prevailing statutory rules
- Remedial work to regularise anomalies and to remedy compliance failings identified during the status check and statutory review procedures
- Preparatory compliance checks and remediation in view of transactional work
- Setting-up, monitoring and updating of corporate calendar
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
Technology and Meetings
- Laws, regulations and guidelines on virtual meetings
- Technology in use in virtual meetings
- Planning and conducting virtual meetings
- Risks associated with virtual meetings and their mitigations
- Virtual meetings etiquette
