Meetings, Compliance and Administration KASNEB CS notes

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  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
  1. 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
  1. 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
  1. 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
  1. 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
  1. 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 court.
  1. 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
  1. 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
  1. 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
  1. 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
  1. 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
  1. 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
  1. 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
  1. 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
  1. 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

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