ICPSK INDUCTION PROGRAMME FOR NEW MEMBERS FRIDAY, NOVEMBER 13, 2015 AT THE CPS GOVERNANCE CENTRE, SEMINAR ROOM, KILIMANJARO ROAD, UPPER HILL, NAIROBI.

PRACTICE STANDARDS; DISCIPLINARY PROCEDURES; & CONTINUOUS PROFESSIONAL DEVELOPMENT CREDITS CS. Nkirote Mworia, FCPS(K) Vice-Chairperson

OBJECTIVES 1. Understand the Certified Secretary's role in the Corporate Governance framework. 2.Identify the source of Practice Standards for the governance professional.

DISCUSSION How has the role of the Certified Secretary changed in the recent past?

THE ROLES OF CERTIFIED SECRETARY 5 Certified Secretary Governance Board Stewardship Ethics and Code of Conduct Stakeholder’s relations Corporate Governance Audit Compliance Legal and Statutory Licenses Business principles Embedding best practices Management and Administration Corporate Strategy Institutional Development Management of Projects Management of Resources Public Administration Secretarial and Advisory Board Members meetings Stakeholders Meetings Management Meetings Certification Services Statutory and Non- Statutory Records Authorized representatives Public Advisory Services

 Duties and roles of a Company Secretary and the exemplary role of a Company Secretary as the role model in leadership and integrity.  Professional misconduct of Certified Secretaries, CPS Act Cap 534  Legal and Professional Compliance requirements for a Certified Secretary Relevance of Certified Public Secretarial Profession  Good governance and the enhancement of productivity in organisations.  pivotal role in promotion of positive work ethics, efficiency in business management and good corporate governance.  Effective contribution: promoting good corporate and institutional governance through sustainable quality training, quality assurance and positive ethical practice by members. 6/13/2016 6

THE STANDARDS Development of Practice standards falls within the mandate of the Institute. The following Standards have been developed: General Meetings Corporate Governance Role of Corporate Secretary in Corporate Governance Company Seal Meetings of the Board of Directors

HIGHLIGHTS ON SOME OF THE STANDARDS STANDARD ON MEETINGS – SALIENT POINTS Requires that requisite notice is given for meetings: Statutory meetings – as per the Companies Act & other regulations Non Statutory meetings – adequate notice Agenda is well drawn, in consultation with Chairman & other stakeholders. Board papers or other pre-reads are prepared & circulated well in advance Must contain summary of pertinent issues Must set out action required from the Board

STANDARD ON MEETINGS CONT.. CS has adequately prepared for the meeting To be able to guide the Board or Members To be able to respond to issues raised Take care of soft issues Appropriateness of venue Comfort of attendees Minutes should be prepared & circulated within stipulated time after approval of draft by the Chairman

STANDARD ON THE ROLE OF CORPORATE SECRETARY ON CORPORATE GOVERNANCE ISSUES CS should ensure that governance structures are observed Shareholder/Board/Management roles CS to ensure that the entity observes compliance with laws & other regulations Companies Act Relevant Acts Constitutive documents

STANDARD ON THE ROLE OF CORPORATE SECRETARY ON CORPORATE GOVERNANCE ISSUES CS to ensure that there is proper balancing of stakeholders’ interests Shareholders Government Employees Society. CS to ensure AGMs/EGMs are held as required

STANDARD ON THE ROLE OF CORPORATE SECRETARY ON CORPORATE GOVERNANCE ISSUES CS plays role as a servant of the Board. All directors should have access to the advice and services of the CS, who is responsible to the board for ensuring that board procedures are followed and that applicable rules and regulations are complied with ”… The combined code CS to ensure there is proper communication to all stakeholders Transparency & disclosure standards

CODE OF CONDUCT These are fundamental to every Profession. People in a profession do not want to condone bad, dishonest or irresponsible behavior by someone in their field. By setting out expected behaviors in the form of professional ethics, professionals work together to try to uphold a good reputation.

CODE OF CONDUCT CONT.. It should be noted that people within each profession are expected to be respectful and honest in their personal dealings as well. The professional carries additional moral responsibilities to those held by the population in general. This is because professionals are capable of making and acting on an informed decision in situations that the general public cannot, because they have not received the relevant training.

ICPSK CODE OF CONDUCT Both the Mission and Vision of the Institute are centered around the promotion of good governance. To be able to do this, the Institute has developed Guidelines on Professional Ethics and Conduct for the CPS to guide its members in their dealings as professionals. S.24 of the CPS Act provides that the Minister may regulate the professional conduct of Members. It also sets out what is considered as professional misconduct.

FUNDAMENTAL PRINCIPLES OF THE CODE Integrity Honesty & impartiality Professional independence Avoidance of conflicts of interest Avoidance of nepotism & favoritism Professional knowledge & skills Confidentiality

FUNDAMENTAL PRINCIPLES OF THE CODE CONT. Duty to the Institute & the Profession Duties of In house Company secretaries Tools of Trade Pro bono work Professional courtesy Non discrimination Sexual harassment

FUNDAMENTAL PRINCIPLES OF THE CODE CONT.. Publicity, advertisement & solicitation Gifts, benefits & other favors Relations with other members Fees for professional work Undertakings Client’s money Letterheads Descriptions & designatory letters.

In today’s world, the role of the Corporate Secretary has no one meaning and covers a multitude of tasks and responsibilities. That said the role lies at the heart of the governance systems of companies and is receiving ever greater focus. David Jackson, Corporate Secretary BP plc (2008)

PROFESSIONAL MISCONDUCT As set out under S.24 of the Act. Cases of Professional Misconduct handled by the Disciplinary Committee which is established under S.25 of the Act.

DISCIPLINARY PROVISIONS  S. 24, CPSK Act cap 534: outlines unlawful acts by Certified Public Secretaries.  S. 35 CPSK Act : prohibition of unqualified persons from masquerading as Fellow of the Institute of Certified Public Secretaries of Kenya(ICPSK), Honorary Fellow of the ICPSK or Member of the ICPSK.  S. 21 CPSK Act : disqualification and deregistration of convicts, lunatics or bankrupt persons. Disciplinary Committee established under s. 25, CPSK Act  S. 26, CPSK Act : Committee to inquire into alleged/reported cases of professional misconduct of a member of the Institute. (See also Fourth Schedule)

DISCIPLINARY PROVISIONS S. 27, CPSK Act : Disciplinary Committee to report to the Council of the Institute and recommend any of these actions: No further action be taken against the member; member be reprimanded ; Member be reprimanded with publication of the reprimand in the Gazette; Deregistration of the member and that he be not registered for such a period (including life) as is specified; or Suspension of any practicing certificate held by the member.

THE CONSTITUTION OF KENYA, 2010  Chapter six, Constitution: Leadership and Integrity.  Certified Public Secretaries bound by Constitutional provisions on leadership and Integrity under the provisions of Article 10, constitution.  National values and principles of governance under article 10 to bind all persons ( ss. 2, good governance, integrity, transparency, accountability )  Article 73(2), constitution: the guiding principles of leadership and integrity include: Selection on basis of personal integrity, competence and suitability, or election in free and fair elections ( See S. 19, s. 20, s. 35, CPSK Act; s. 178A, Companies Act ) Objectivity and impartiality in decision making:, No nepotism, favouritism, other improper motives or corrupt practices ( S. 24, CPSK Act) Selfless service based solely on the public interest, demonstrated by:  Honesty in the execution of public duties; and  The declaration of any personal interest that may conflict with public duties ( S. 24, CPSK Act ). Accountability to the public for decisions and actions; and Discipline and commitment in service to the people ( S. 24, CPSK Act ). 6/13/

PROPOSED REGULATIONS AND AMENDMENTS TO CPS ACT The Institute has proposed regulations and amendments on the CPS Act. The AGM approved the proposed regulations and amendments in May 2012 and Council is following up with the Cabinet Secretary responsible for Finance.

CONTINUOUS PROFESSIONAL DEVELOPMENT (CPD) PROGRAMMES STRUCTURED CPDS Each Member of the Institute is required to clock 20 hours of structured CPD Credits per annum. The Institute organizes seminars and forums on contemporary issues touching on the Company Secretarial Profession and other subjects of interest for the members. It is through such activities that members attending accrue the structured CPD Credits.

CONTINUOUS PROFESSIONAL DEVELOPMENT (CPD) PROGRAMMES UNSTRUCTURED CPD CREDITS Each Member of the Institute is required to clock 10 unstructured CPD Credits per annum. Members are encouraged to participate and attend other programs apart from those being run by the Institute, in order to development themselves ‘horizontally’. It is through such activities that members attending accrue the Unstructured Credits.

Examples of Unstructured CPD Activities: Workshops; Seminars & Conferences; Technical meetings and contributing to technical meetings Mentorship and internship programs Published articles that are not directly related to the profession. Further qualifications, e.g. MBA, CFA, CISA,CPA Serving as an Examiner for KASNEB or any other professional examining body. Reading business sections of newspapers and professional journals Watching technical Videos and DVDs Self-Study that results in Professional Development

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CONCLUSION The Certified Secretary is a multi-disciplinary professional, a jack of many trades and a master of much: O ne who is widely exposed and flexibly experienced. The CPS syllabus and training provides him/her with adequate understanding of pertinent issues in business, empowering one to see the forest and not the trees.

THANK YOU……