Seminar for Certified Secretaries Working in State Corporations and County Governments Imperial Hotel Kisumu 13 – 15 April 2016 Session Facilitator: CS Salome Kwamboka Onyonka 1

Objectives of the Session Have an overview of; Governance standards Governance guidelines Professional ethics and code of conduct Good standing requirements Legal liabilities affecting Certified Secretaries Professional Misconducts and Disciplinary procedures 2

THE ICPSK GOVERNANCE STANDARDS A governance standard is a recommended governance practice for carrying out /performing a certain action Governance of corporations can be on a statutory basis, as a code of principles and practices, or a combination of the two. A statutory regime is ‘comply or else’ - legal sanctions for non-compliance. A non–statutory regime is usually an ‘apply/adopt/ explain’ basis. 3

THE ICPSK GOVERNANCE STANDARDS 9 Governance Standards have been developed by ICPSK. The following five standards affect the Certified Secretary directly; i.GS General Meetings ii.GS Meetings of the Board iii.GS Minutes iv.GS Resolutions v.GS Board Reports and Board Packs 4

FORMAT OF THE GOVERNANCE STANDARDS The format of the Governance Standards includes; Purpose of the Standard; describes the governance practice Scope; indicates how the standard is applicable Legal and Governance Framework; outlines applicable laws and regulations as well as Governance codes Definitions of common words Standard Guidelines for the standard Approval date and effective 5

GS GENERAL MEETINGS PURPOSE: The Standard describes the recommended governance practice for convening and execution of a General Meeting in an Organization Types of General Meetings; AGM and extra-ordinary GM General Meetings may be convened by; The Board, requisition of members, registrar/commissioner, order of court or as applicable in law 6

GS GENERAL MEETINGS Contents of the Notice; Date, time venue, nature, details of ordinary business, documents to be reviewed, proxy forms and waiver of notice forms. It also details dispatch of notice, length of notice, frequency of meetings etc. Role of the Chairperson at the General Meeting and who acts in his/her absence Which persons are elected and /or appointed at a General Meeting. How are decisions made at General Meetings The reports that should be tabled at the General Meeting The procedure at the General Meeting 7

GS 002 – MEETINGS OF THE BOARD PURPOSE : This Standard describes the recommended governance practice for the preparation and conduct of Board and Committee Meetings The standard guidelines define; A Meeting of the Board The types of Board Meetings How Board Meetings should be convened Issuance of notices to convene Board Meetings and the appropriate notice period What should be contained in the Board Meeting Agenda What Meeting Materials should be presented to the Board /Committee 8

GS 002 – MEETINGS OF THE BOARD How frequently Board/Committee Meetings should be held Quorum for a Board/Committee Meeting When is a Board/Committee Member is deemed to be present Communication on when a Board /Committee Member is absent 9

GS 002 – MEETINGS OF THE BOARD The role of the Secretary in the Board/Committee Meeting The role of the Chairperson in the Board/Committee Meeting How a Secretary handles matters of Conflict of Interest in a Meeting What is the procedure to be followed at a Board/Committee Meeting What output is expected from the : Board Meeting Committee Meeting 10

GS MINUTES PURPOSE : This Standard describes the recommended governance practice for the preparation, recording and maintenance of a Minute Book Form : What should the Minutes state or show ? Substance : What should be contained in the Minutes ? Quorum, Notice And Agenda receipt, Confirmation of Minutes ? Where no present Member was in the previous Meeting ? How should the discussions be reflected in the Minutes ? Dissent ? Decision making /Assignment of Tasks ? Next meeting Date 11

GS MINUTES What language should be used in the Minutes ? What other considerations should be made in Minute writing ? Who is responsible for taking Minutes at Board /Committee/General Meetings? Can there be delegation? Once Minutes are drafted, who/what is the approval process before circulation ? What methods can be used to record Minutes ? How should the Minutes be kept and for how long ? 12

GS RESOLUTIONS PURPOSE : This Standard describes the recommended governance practice for preparation, passing, recording and maintenance of resolutions. What is a resolution ? Types include ; Ordinary Resolution Special Resolution Circular /Written Resolution Resolution requiring Special Notice Board Resolution Members Resolution 13

GS RESOLUTIONS Resolutions may be required by the law or by the constitutive documents of the organization Resolutions maybe within Minutes or maybe an extracts from the Minutes Form ; How ? Substance ; What ? By Whom ? By When Filing with the Registrar 14

GS BOARD REPORTS AND BOARD PACKS PURPOSE : This Standard describes the recommended governance practice for preparation of Board Papers for both Board Meetings and Board Committee Meetings What is a Board Paper ? Board File ? What is the importance /use of a Board Paper? Form : Name of the Organization The Meeting the Paper relates to The author and department responsible for the Paper Agenda Item Number Title of the Paper Template 15

GS BOARD REPORTS AND BOARD PACKS Substance: Introduction Executive Summary Details of the Paper ; SWOT, matters for information, decision, approval, scenarios, conclusions, appendices /attachments etc. What other considerations for Board Papers ; Format Language /Tone Length 16

GS BOARD REPORTS AND BOARD PACKS Contents of the Board File ; Cover Page ; with Name of Organization,Meeting, Date,Venue, Name of Member Notice of the Meeting that was circulated Agenda of the Meeting Minutes of the Previous Meeting Matters Arising from last Meeting, Management actions and status. Draft resolutions to be deliberated and passed Management Reports Other reports ; Committee Reports Numbering and Separators (where hard copies ) 17

GS BOARD REPORTS AND BOARD PACKS Who should put together the Board File ? Within what time frame should the Board File reach Members ? How should the papers be sent out to Board members ? How long should the Board Files be kept by the Organization ? 18

ICPSK GUIDELINES ON PROFESSIONAL ETHICS AND CODE OF CONDUCT FOR CERTIFIED SECRETARIES The Guidelines give the definition of Professional misconduct as defined in Section 24 of the CPSK and outlines the fundamental principles; Integrity Professional Independence Professional Knowledge Confidentiality Publicity Advertisement 19

Fundamental Principles on Professional Ethics Solicitation Relations with other members in Public Practice Letter heads Accepting Assignments Fees for professional work Commissioning Signing of reports Undertakings Client Money Description and designatory letters 20

Legal Liabilities affecting CSs Certified Secretaries are exposed to liability of Directors and Officers as well as civil liabilities. Strategies to stay safe; Know “your stuff” and remain an eternal student Understand role and limitations Watch your back and don’t expect loyalty Be meticulous in recording your advices Build and continuously work on relationships When in doubt obtain legal advice Do NOT compromise on your integrity Always remain professional 21

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