CS 009: Meetings, Compliance and Administration
Categories: Certified Secretaries (CS)
About Course
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GENERAL OBJECTIVE
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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What Will You Learn?
- Understanding 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
Course Content
INTRODCUTION 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
-
Legal and regulatory frameworks for different kinds of entities
00:00 -
Meaning of a meeting
04:35 -
Types of meetings; private and public sector meetings
23:58 -
Maintaining order at meetings
14:46 -
Police powers in relation to public and private meetings
12:30 -
Meetings held in public places
12:52 -
Meetings held in private places
06:43 -
Convention, constitution and conduct of meetings
00:00 -
Complying with requirements of various meetings
10:26 -
Elections
17:07 -
Resolutions
08:01 -
Adjournments and postponement
14:28 -
Role of the chair, secretary and members before, during and after meeting
20:57 -
The meeting chairperson; qualifications, qualities and effectiveness, appointment and removal
19:34 -
Law of defamation; nature and scope, defamatory statements, defences and legal remedies
00:00
PROFESSIONAL FRAMEWORK OF THE CORPORATE SECRETARIAL POSITION
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
-
Evolution of the corporate secretarial profession (Global perspective and Case study of Kenya)
00:00 -
Legal and regulatory framework
00:00 -
Role and mandate of corporate secretarial professional bodies
17:27 -
Procedures on registration and deregistration as a member
12:44 -
Professional qualifications and qualities of a secretary
12:53 -
Required knowledge, skills and competencies
07:10 -
Appointment and vacation of office of the Secretary
07:57 -
Professional engagement and clearance as a Corporate Secretary
00:00 -
Rights, statutory and contractual obligations of a corporate secretary
16:12 -
Role of corporate secretarial
08:50 -
Continuous professional development
08:38 -
Disciplinary procedures
00:00
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
-
GS 001: General Meetings
31:09 -
GS 002: Meetings of the Board
17:18 -
GS 003: Minutes
09:40 -
GS 004: Resolutions
08:40 -
GS 005: Board papers
11:54 -
GS 006: Registers and records
08:37 -
GS 007: Filing annual returns
13:10 -
GS 008: Common seal
10:09 -
GG 001- Professional ethics
11:58 -
GG 002- Role of the corporate secretary
07:02 -
GG 005: Virtual meetings
11:26
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
-
Meaning, nature and scope of members’ meetings
12:14 -
Statutory meeting
09:00 -
Annual general meeting
09:39 -
Special general meeting
04:58 -
Extraordinary general meeting
06:59 -
Class meeting
04:40 -
Meeting of debenture holders
06:19 -
Duties of the corporate secretary before, during and after a general meeting
06:02 -
Methods of holding company meetings
05:08 -
Requirements for a valid physical, virtual and hybrid members’ meeting
08:14 -
Requirements for circulation of resolutions
07:54 -
Requirements for keeping records of corporate resolutions and meetings
00:00
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
-
Meaning, membership and functions of the board
24:56 -
Powers of the board
08:28 -
Restrictions on board members’ powers
00:00 -
First board meeting
08:52 -
Subsequent board meetings
02:57 -
Meetings of board committees
13:32 -
Requisites of valid board and committee meetings
04:50 -
Legal provisions regarding convening and management of board and committee meetings
00:00 -
Board annual work plan and calendar
11:53 -
The role of the secretary before, during and after board and committee meeting
00:00
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.
-
Introduction to members’ and creditors’ voluntary liquidation
00:00 -
Legal provisions for members’ and creditors’ voluntary liquidation
00:00 -
Liquidation by the court
00:00 -
Legal provisions for liquidation by the court.
00:00
MEETINGS OF COUNTY AND NATIONAL ASSEMBLY
-
Standing orders
00:00 -
Meetings of the House
00:00 -
Requirements for a valid physical, virtual and hybrid physical, virtual and hybrid National Assembly meeting
00:00 -
Swearing in of members and election of Speaker
00:00 -
Sittings and adjournment of the House
00:00 -
Quorum of the House
00:00 -
Order of Business
00:00 -
Motions and Amendments
00:00 -
Divisions
00:00 -
Rules of Debate
00:00 -
Limitations of Debate
00:00 -
Requirements for keeping records of County and National Assembly meetings
00:00
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
-
Pension Funds
00:00 -
Cooperative Societies
00:00 -
Political Parties
00:00 -
Public Benefit Organisations
00:00 -
Education Institutions
00:00 -
Religious Institutions
00:00 -
Residents Associations
00:00 -
Business names
00:00 -
Partnerships
00:00 -
Companies
00:00 -
Foreign branch establishments
00:00 -
Drafting, altering and registration of memorandum of association, articles of association, by-laws and other constitutive documents for various forms of organisations
00:00 -
Shareholders agreements
00:00
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
-
Approval of Common Seal
08:28 -
Form and content of Common Seal
03:50 -
Authority and mode of affixation
04:03 -
Register of documents executed under common seal
02:51 -
Custody of Common Seal
02:17 -
Official seal for use abroad
02:52 -
Authentication of documents
03:22 -
Legal, regulatory and professional requirements
00:00
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
-
Listing requirements
00:00 -
Regulatory regime
00:00 -
Listing process
00:00 -
Types of public issue
00:00 -
Role of the advisers: sponsor, broker, financial public relations consultants, lawyers, accountant, share registrars, other advisers
00:00 -
Prospectus contents and approval
00:00 -
Dematerialisation
00:00
STATUTORY REPORTS, REGISTERS, RECORDS AND RETURNS
-
Meaning, types and contents
00:00 -
Maintenance of statutory reports, registers, records and returns
00:00 -
Legal and regulatory requirements on filing of statutory reports, registers, records and returns for various types of organisations
00:00 -
Annual statutory returns
00:00 -
Register of Members
00:00 -
Register of Directors and Secretaries
00:00 -
Register of Allotments
00:00 -
Register of Transfers
00:00 -
Register of Charges
00:00 -
Register of Beneficial Owners
00:00 -
Register of Residential Address, etc.
00:00 -
Register of charges and debentures
00:00 -
Registers of interests in voting shares of a public company
00:00 -
Tax, NHIF, and NSSF requirements
00:00 -
Occupational safety and health format of registers, custody and retention of registers
00:00 -
Access to records and registers
00:00 -
Inspection: in person, right to request copies, fees
00:00 -
Minute books: custody and retention, access rights
00:00 -
Financial records: custody and retention, inspection
00:00 -
Integrated Reporting
00:00 -
Corporate governance report
00:00 -
Directors’ remuneration report
00:00 -
Retention periods for documents and registers
00:00 -
Managing Classified information
00:00 -
Preparation and approval of registers and records
00:00 -
Process and procedure of effecting and filing corporate changes in: register of members; board members, registered capital, corporate, corporate address, corporate name, corporate objective
00:00 -
Role and responsibilities of the corporate secretary in the external audit process and in the annual reporting cycle
00:00 -
Penalties for non-compliance
00:00
COMPLIANCE, STRATEGY AND PLAN
-
Nature of a compliance strategy and plan
00:00 -
Preparation and execution of a compliance strategy and plan
00:00 -
Monitoring and evaluation of the strategy and plan
00:00 -
Draft a compliance checklist and schedule for the organisation
00:00 -
Compliance Assessment/Compliance health check
00:00 -
Periodical fit and proper tests for directors, Corporate Secretary and Senior Management
00:00 -
Annual review of implementation status of previous board resolutions
00:00 -
Statutory review and comparison of Corporate and registry records to ensure consistency and full compliance with prevailing statutory rules
00:00 -
Remedial work to regularise anomalies and to remedy compliance failings identified during the status check and statutory review procedures
00:00 -
Preparatory compliance checks and remediation in view of transactional work
00:00 -
Setting-up, monitoring and updating of corporate calendar
00:00
MANAGEMENT OF SHARE REGISTRATION SERVICES
-
Issue of shares at par/premium/discount
00:00 -
Letters of offer, allotment letters renunciation
00:00 -
Call on shares
00:00 -
Rights and bonus issues
00:00 -
Shares with different differential rights
00:00 -
Issue and redemption of shares
00:00 -
Immobilisation of share certificates
00:00 -
Shareholder rights
00:00 -
Share ownership registration
00:00 -
Maintenance of registers of members and debenture holders
00:00 -
Manual and electronic share registers
00:00 -
Shares transfer and shares transmission
11:34 -
In house and outsourced share registry service
00:00 -
Managing unclaimed shares
00:00 -
Role of the Secretary in share registration
00:00
MANAGEMENT OF DIVIDENDS
-
Types of dividends
14:25 -
Management of dividends
13:30 -
Procedure in dividends payment
09:02 -
Payment and taxation of dividends
05:12 -
Declaration of dividends out of reserves
00:00 -
Restriction on distribution
00:00 -
Closure of register of members
06:12 -
Managing unclaimed dividends
00:00 -
Role of the Secretary in dividends payment
05:32
TECHNOLOGY AND MEETINGS
-
Laws, regulations and guidelines on virtual meetings
10:52 -
Technology in use in virtual meetings
06:07 -
Planning and conducting virtual meetings
18:30 -
Risks associated with virtual meetings and their mitigations
16:27 -
Virtual meetings etiquette
16:40
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