Meetings, Compliance and Administration CS Notes
KASNEB CS Intermediate Level Notes
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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.
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CONTENT
- Introduction to Meetings
1.1 Legal and regulatory frameworks for different kinds of entities
1.2 Meaning of a meeting
1.3 Types of meetings; private and public sector meetings
1.4 Maintaining order at meetings
1.5 Police powers in relation to public and private meetings
1.6 Meetings held in public places
1.7 Meetings held in private places
1.8 Convention, constitution and conduct of meetings
1.9 Complying with requirements of various meetings
1.10 Elections
1.11 Resolutions
1.12 Adjournments and postponement
1.13 Role of the chair, secretary and members before, during and after meeting
1.14 The meeting chairperson; qualifications, qualities and effectiveness, appointment and removal
1.15 Law of defamation; nature and scope, defamatory statements, defences and legal remedies - Professional framework of the corporate secretarial profession
2.1 Evolution of the corporate secretarial profession (Global perspective and Case study of Kenya)
2.2 Legal and regulatory framework
2.3 Role and mandate of corporate secretarial professional bodies
2.4 Procedures on registration and deregistration as a member
2.5 Professional qualifications and qualities of a secretary
2.6 Required knowledge, skills and competencies
2.7 Appointment and vacation of office of the Secretary
2.8 Professional engagement and clearance as a Corporate Secretary
2.9 Rights, statutory and contractual obligations of a corporate secretary
2.10 Role of corporate secretarial
2.11 Continuous professional development
2.12 Disciplinary procedures - Governance standards and guidelines
3.1 GS 001: General Meetings
3.2 GS 002: Meetings of the Board
3.3 GS 003: Minutes
3.4 GS 004: Resolutions
3.5 GS 005: Board papers
3.6 GS 006: Registers and records
3.7 GS 007: Filing annual returns
3.8 GS 008: Common seal
3.9 GG 001- Professional ethics
3.10 GG 002- Role of the corporate secretary
3.11 GG 005: Virtual meetings - Members’ Meetings
4.1 Meaning, nature and scope of members’ meetings
4.2 Statutory meeting
4.3 Annual general meeting
4.4 Special general meeting
4.5 Extraordinary general meeting
4.6 Class meeting
4.7 Meeting of debenture holders
4.8 Duties of the corporate secretary before, during and after a general meeting
4.9 Methods of holding company meetings
4.10 Requirements for a valid physical, virtual and hybrid members’ meeting
4.11 Requirements for circulation of resolutions
4.12 Requirements for keeping records of corporate resolutions and meetings - Board and Committee Meetings
5.1 Meaning, membership and functions of the board
5.2 Powers of the board
5.3 Restrictions on board members’ powers
5.4 First board meeting
5.5 Subsequent board meetings
5.6 Meetings of board committees
5.7 Requisites of valid board and committee meetings
5.8 Legal provisions regarding convening and management of board and committee meetings
5.9 Board annual work plan and calendar
5.10 The role of the secretary before, during and after board and committee meeting
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- Meetings in Company liquidation
6.1 Introduction to members’ and creditors’ voluntary liquidation
6.2 Legal provisions for members’ and creditors’ voluntary liquidation
6.3 Liquidation by the court
6.4 Legal provisions for liquidation by the court. - Meetings of County and National Assembly
7.1 Standing orders
7.2 Meetings of the House
7.3 Requirements for a valid physical, virtual and hybrid physical, virtual and hybrid National Assembly meeting
7.4 Swearing in of members and election of Speaker
7.5 Sittings and adjournment of the House
7.6 Quorum of the House
7.7 Order of Business
7.8 Motions and Amendments
7.9 Divisions
7.10 Rules of Debate
7.11 Limitations of Debate
7.12 Requirements for keeping records of County and National Assembly meetings - Registration and Compliance Requirements for:
8.1 Pension Funds
8.2 Cooperative Societies
8.3 Political Parties
8.4 Public Benefit Organisations
8.5 Education Institutions
8.6 Religious Institutions
8.7 Residents Associations
8.8 Business names
8.9 Partnerships
8.10 Companies
8.11 Foreign branch establishments
8.12 Drafting, altering and registration of memorandum of association, articles of association, by-laws and other constitutive documents for various forms of organisations
8.13 Shareholders agreements - Seal and Authentication of documents
9.1 Approval of Common Seal
9.2 Form and content of Common Seal
9.3 Authority and mode of affixation
9.4 Register of documents executed under common seal
9.5 Custody of Common Seal
9.6 Official seal for use abroad
9.7 Authentication of documents
9.8 Legal, regulatory and professional requirements - Listing at the securities exchange
10.1 Listing requirements:
10.2 Regulatory regime
10.3 Listing process
10.4 Types of public issue
10.5 Role of the advisers: sponsor, broker, financial public relations consultants, lawyers, accountant, share registrars, other advisers
10.6 Prospectus contents and approval
10.7 Dematerialisation - Statutory Reports, Registers, Records and Returns
11.1 Meaning, types and contents
11.2 Maintenance of statutory reports, registers, records and returns
11.3 Legal and regulatory requirements on filing of statutory reports, registers, records and returns for various types of organisations
11.4 Annual statutory returns
11.5 Register of Members
11.6 Register of Directors and Secretaries
11.7 Register of Allotments
11.8 Register of Transfers
11.9 Register of Charges
11.10 Register of Beneficial Owners
11.12 Register of Residential Address, etc.
11.13 Register of charges and debentures
11.14 Registers of interests in voting shares of a public company
11.15 Tax, NHIF, and NSSF requirements
11.16 Occupational safety and health format of registers, custody and retention of registers
11.17 Access to records and registers
11.18 Inspection: in person, right to request copies, fees
11.19 Minute books: custody and retention, access rights
11.20 Financial records: custody and retention, inspection
11.21 Integrated Reporting
11.22 Corporate governance report
11.23 Directors’ remuneration report
11.24 Retention periods for documents and registers
11.25 Managing Classified information
11.26 Preparation and approval of registers and records
11.27 Process and procedure of effecting and filing corporate changes in: register of members; board members, registered capital, corporate, corporate address, corporate name, corporate objective
11.28 Role and responsibilities of the corporate secretary in the external audit process and in the annual reporting cycle
11.29 Penalties for non-compliance - Compliance Strategy and Plan
12.1 Nature of a compliance strategy and plan
12.2 Preparation and execution of a compliance strategy and plan
12.3 Monitoring and evaluation of the strategy and plan
12.4 Draft a compliance checklist and schedule for the organisation.
12.5 Compliance Assessment/Compliance health check
12.6 Periodical fit and proper tests for directors, Corporate Secretary and Senior Management
12.7 Annual review of implementation status of previous board resolutions
12.8 Statutory review and comparison of Corporate and registry records to ensure consistency and full compliance with prevailing statutory rules
12.9 Remedial work to regularise anomalies and to remedy compliance failings identified during the status check and statutory review procedures
12.10 Preparatory compliance checks and remediation in view of transactional work
12.11 Setting-up, monitoring and updating of corporate calendar - Management of Share Registration Services
13.1 Issue of shares at par/premium/discount
13.2 Letters of offer, allotment letters renunciation
13.3 Call on shares
13.4 Rights and bonus issues
13.5 Shares with different differential rights
13.6 Issue and redemption of shares
13.7 Immobilisation of share certificates
13.8 Shareholder rights
13.9 Share ownership registration
13.10 Maintenance of registers of members and debenture holders
13.11 Manual and electronic share registers
13.12 Shares transfer and shares transmission
13.13 In house and outsourced share registry service
13.14 Managing unclaimed shares
13.15 Role of the Secretary in share registration - Management of Dividends
14.1 Types of dividends
14.2 Management of dividends
14.3 Procedure in dividends payment
14.4 Payment and taxation of dividends
14.5 Declaration of dividends out of reserves
14.6 Restriction on distribution
14.7 Closure of register of members
14.8 Managing unclaimed dividends
14.9 Role of the Secretary in dividends payment - Technology and Meetings
15.1 Laws, regulations and guidelines on virtual meetings
15.2 Technology in use in virtual meetings
15.3 Planning and conducting virtual meetings
15.4 Risks associated with virtual meetings and their mitigations
15.5 Virtual meetings etiquette
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