Meetings: Compliance and Administration KASNEB Notes

Download Meetings: Compliance and Administration KASNEB 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 KASNEB 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 KASNEB 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

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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

Download Meetings: Compliance and Administration KASNEB Notes

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