Description

Meetings Compliance and Administration

Meetings Compliance and Administration 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
• Relate effectively with various stakeholders during
• Develop a compliance strategy and plan
• Conduct a compliance assessment/compliance health check

CONTENT

1. 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

2.                   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

3.                   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

4.                   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

5.                   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

6.                   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

7.                   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

8.                   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

9.                   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

10.               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

11.               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,
• 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

12.               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
• 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

13.               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

14.              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

15.               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