Paper 9

MEETINGS: COMPLIANCE AND ADMINISTRATION

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

On completion, a candidate 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

1
Introduction to Meetings
1. 1.1
  Legal and regulatory frameworks for different kinds of entities
2. 1.2
  Meaning of a meeting
3. 1.3
  Types of meetings; private and public sector meetings
4. 1.4
  Maintaining order at meetings
5. 1.5
  Police powers in relation to public and private meetings
6. 1.6
  Meetings held in public places
7. 1.7
  Meetings held in private places
8. 1.8
  Convention, constitution and conduct of meetings
9. 1.9
  Complying with requirements of various meetings
10. 1.10
  Elections
11. 1.11
  Resolutions
12. 1.12
  Adjournments and postponement
13. 1.13
  Role of the chair, secretary and members before, during and after meeting
14. 1.14
  The meeting chairperson; qualifications, qualities and effectiveness, appointment and removal
15. 1.15
  Law of defamation; nature and scope, defamatory statements, defences and legal remedies
2
Professional framework of the corporate secretarial profession
1. 2.1
  Evolution of the corporate secretarial profession (Global perspective and Case study of Kenya)
2. 2.2
  Legal and regulatory framework
3. 2.3
  Role and mandate of corporate secretarial professional bodies
4. 2.4
  Procedures on registration and deregistration as a member
5. 2.5
  Professional qualifications and qualities of a secretary
6. 2.6
  Required knowledge, skills and competencies
7. 2.7
  Appointment and vacation of office of the Secretary
8. 2.8
  Professional engagement and clearance as a Corporate Secretary
9. 2.9
  Rights, statutory and contractual obligations of a corporate secretary
10. 2.10
  Role of corporate secretarial
11. 2.11
  Continuous professional development
12. 2.12
  Disciplinary procedures (29)
3
Governance standards and guidelines
1. 3.1
  GS 001: General Meetings
2. 3.2
  GS 002: Meetings of the Board
3. 3.3
  GS 003: Minutes
4. 3.4
  GS 004: Resolutions
5. 3.5
  GS 005: Board papers
6. 3.6
  GS 006: Registers and records
7. 3.7
  GS 007: Filing annual returns
8. 3.8
  GS 008: Common seal
9. 3.9
  GG 001- Professional ethics
10. 3.10
  GG 002- Role of the corporate secretary
11. 3.11
  GG 005: Virtual meetings
4
Members’ Meetings
1. 4.1
  Meaning, nature and scope of members’ meetings
2. 4.2
  Statutory meeting
3. 4.3
  Annual general meeting
4. 4.4
  Special general meeting
5. 4.5
  Extraordinary general meeting
6. 4.6
  Class meeting
7. 4.7
  Meeting of debenture holders
8. 4.8
  Duties of the corporate secretary before, during and after a general meeting
9. 4.9
  Methods of holding company meetings
10. 4.10
  Requirements for a valid physical, virtual and hybrid members’ meeting
11. 4.11
  Requirements for circulation of resolutions
12. 4.12
  Requirements for keeping records of corporate resolutions and meetings
5
Board and Committee Meetings
1. 5.1
  Meaning, membership and functions of the board
2. 5.2
  Powers of the board
3. 5.3
  Restrictions on board members’ powers
4. 5.4
  First board meeting
5. 5.5
  Subsequent board meetings
6. 5.6
  Meetings of board committees
7. 5.7
  Requisites of valid board and committee meetings
8. 5.8
  Legal provisions regarding convening and management of board and committee meetings
9. 5.9
  Board annual work plan and calendar
10. 5.10
  The role of the secretary before, during and after board and committee meeting
6
Meetings in Company liquidation
1. 6.1
  Introduction to members’ and creditors’ voluntary liquidation
2. 6.2
  Legal provisions for members’ and creditors’ voluntary liquidation
3. 6.3
  Liquidation by the court
4. 6.4
  Legal provisions for liquidation by the court.
7
Meetings of County and National Assembly
1. 7.1
  Standing orders
2. 7.2
  Meetings of the House
3. 7.3
  Requirements for a valid physical, virtual and hybrid physical, virtual and hybrid National Assembly meeting (30)
4. 7.4
  Swearing in of members and election of Speaker
5. 7.5
  Sittings and adjournment of the House
6. 7.6
  Quorum of the House
7. 7.7
  Order of Business
8. 7.8
  Motions and Amendments
9. 7.9
  Divisions
10. 7.10
  Rules of Debate
11. 7.11
  Limitations of Debate
12. 7.12
  Requirements for keeping records of County and National Assembly meetings
8
Registration and Compliance Requirements for:
1. 8.1
  Pension Funds
2. 8.2
  Cooperative Societies
3. 8.3
  Political Parties
4. 8.4
  Public Benefit Organisations
5. 8.5
  Education Institutions
6. 8.6
  Religious Institutions
7. 8.7
  Residents Associations
8. 8.8
  Business names
9. 8.9
  Partnerships
10. 8.10
  Companies
11. 8.11
  Foreign branch establishments
12. 8.12
  Drafting, altering and registration of memorandum of association, articles of association, by-laws and other constitutive documents for various forms of organisations
13. 8.13
  Shareholders agreements
9
Seal and Authentication of documents
1. 9.1
  Approval of Common Seal
2. 9.2
  Form and content of Common Seal
3. 9.3
  Authority and mode of affixation
4. 9.4
  Register of documents executed under common seal
5. 9.5
  Custody of Common Seal
6. 9.6
  Official seal for use abroad
7. 9.7
  Authentication of documents
8. 9.8
  Legal, regulatory and professional requirements
10
Listing at the securities exchange
1. 10.1
  Listing requirements:
2. 10.2
  Regulatory regime
3. 10.3
  Listing process
4. 10.4
  Types of public issue
5. 10.5
  Role of the advisers: sponsor, broker, financial public relations consultants, lawyers, accountant, share registrars, other advisers
6. 10.6
  Prospectus contents and approval
7. 10.7
  Dematerialisation
11
Statutory Reports, Registers, Records and Returns
1. 11.1
  Meaning, types and contents
2. 11.2
  Maintenance of statutory reports, registers, records and returns (31)
3. 11.3
  Legal and regulatory requirements on filing of statutory reports, registers, records and returns for various types of organisations
4. 11.4
  Annual statutory returns
5. 11.5
  Register of Members
6. 11.6
  Register of Directors and Secretaries
7. 11.7
  Register of Allotments
8. 11.8
  Register of Transfers
9. 11.9
  Register of Charges
10. 11.10
  Register of Beneficial Owners
11. 11.12
  Register of Residential Address, etc.
12. 11.13
  Register of charges and debentures
13. 11.14
  Registers of interests in voting shares of a public company
14. 11.15
  Tax, NHIF, and NSSF requirements
15. 11.16
  Occupational safety and health format of registers, custody and retention of registers
16. 11.17
  Access to records and registers
17. 11.18
  Inspection: in person, right to request copies, fees
18. 11.19
  Minute books: custody and retention, access rights
19. 11.20
  Financial records: custody and retention, inspection
20. 11.21
  Integrated Reporting
21. 11.22
  Corporate governance report
22. 11.23
  Directors’ remuneration report
23. 11.24
  Retention periods for documents and registers
24. 11.25
  Managing Classified information
25. 11.26
  Preparation and approval of registers and records
26. 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
27. 11.28
  Role and responsibilities of the corporate secretary in the external audit process and in the annual reporting cycle
28. 11.29
  Penalties for non-compliance
12
Compliance Strategy and Plan
1. 12.1
  Nature of a compliance strategy and plan
2. 12.2
  Preparation and execution of a compliance strategy and plan
3. 12.3
  Monitoring and evaluation of the strategy and plan
4. 12.4
  Draft a compliance checklist and schedule for the organisation.
5. 12.5
  Compliance Assessment/Compliance health check
6. 12.6
  Periodical fit and proper tests for directors, Corporate Secretary and Senior Management
7. 12.7
  Annual review of implementation status of previous board resolutions
8. 12.8
  Statutory review and comparison of Corporate and registry records to ensure consistency and full compliance with prevailing statutory rules
9. 12.9
  Remedial work to regularise anomalies and to remedy compliance failings identified during the status check and statutory review procedures
10. 12.10
  Preparatory compliance checks and remediation in view of transactional work
11. 12.11
  Setting-up, monitoring and updating of corporate calendar
13
Management of Share Registration Services
1. 13.1
  Issue of shares at par/premium/discount
2. 13.2
  Letters of offer, allotment letters renunciation (32)
3. 13.3
  Call on shares
4. 13.4
  Rights and bonus issues
5. 13.5
  Shares with different differential rights
6. 13.6
  Issue and redemption of shares
7. 13.7
  Immobilisation of share certificates
8. 13.8
  Shareholder rights
9. 13.9
  Share ownership registration
10. 13.10
  Maintenance of registers of members and debenture holders
11. 13.11
  Manual and electronic share registers
12. 13.12
  Shares transfer and shares transmission
13. 13.13
  In house and outsourced share registry service
14. 13.14
  Managing unclaimed shares
15. 13.15
  Role of the Secretary in share registration
14
Management of Dividends
1. 14.1
  Types of dividends
2. 14.2
  Management of dividends
3. 14.3
  Procedure in dividends payment
4. 14.4
  Payment and taxation of dividends
5. 14.5
  Declaration of dividends out of reserves
6. 14.6
  Restriction on distribution
7. 14.7
  Closure of register of members
8. 14.8
  Managing unclaimed dividends
9. 14.9
  Role of the Secretary in dividends payment
15
Technology and Meetings
1. 15.1
  Laws, regulations and guidelines on virtual meetings
2. 15.2
  Technology in use in virtual meetings
3. 15.3
  Planning and conducting virtual meetings
4. 15.4
  Risks associated with virtual meetings and their mitigations
5. 15.5
  Virtual meetings etiquette