Governance and Secretarial Audit – KASNEB Syllabus

Table of Contents

PAPER NO. 18    GOVERNANCE AND SECRETARIAL AUDIT

GENERAL OBJECTIVE

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.

LEARNING OUTCOMES

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

CONTENT

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

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

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



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