Corporate Secretarial Practice – KASNEB Syllabus

PAPER NO. 10  CORPORATE SECRETARIAL PRACTICE

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

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

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

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

Emerging issues and trends