OVERVIEW OF ICPSK GOVERNANCE STANDARDS ON MANAGEMENT OF MEETINGS Institute of Certified Public Secretaries of Kenya (ICPSK) 13 JULY, 2017 Prepared by CS. Patrick Mulwa

THE OBJECTIVES OF THE SESSION To understand the governance practise for effective management of general meetings. To understand the governance practise for effective management of Board and Committee meetings. To understand the governance practise for preparation, recording and maintenance of minutes. To understand the governance practise for preparation, passing, recording and maintenance of resolutions. To understand the governance practise for preparation of board papers for Board and Committee Meeting. Prepared by CS. Patrick Mulwa

Prepared by CS. Patrick Mulwa GS 001- GENERAL MEETINGS PURPOSE The standard describes the recommended governance practice for convening and execution of a General Meeting in an Organisation. Prepared by CS. Patrick Mulwa

Types of General Meetings and Convening a General meeting Annual General Meeting Extra-Ordinary General Meeting Who can convene a General Meeting; A Board on its own Motion; Requisition of Members; The Registrar/ Commissioner An order of the Court Any other persons authorized by the applicable laws of the Organisation Prepared by CS. Patrick Mulwa

Factors to consider in managing Effective General Meetings Notice and Agenda ( Contents, length, Dispatch) Quorum (constitutive documents to provide threshold) Chairperson Proxies Decision Making (Show of hands, polling, Acclamation, Electronic Voting) Adjourning ( Incomplete business, improperly convened, lack of quorum, chaos) Prepared by CS. Patrick Mulwa

GS 002 – MEETINGS OF THE BOARD AND COMMITTEES Purpose The standard describes the recommended governance practise for the preparation and conduct of Board and Committee Meetings. Prepared by CS. Patrick Mulwa

Factors to Consider in Managing Effective Board Meetings Types (Full Board, Committee Meetings) Convening (Chairperson or according to constitutive documents ) Notice, Agenda and Board Papers Board work plans Frequency of Board and Committee Meetings Quorum, Attendance Registers Virtual Conferencing Declaration of Conflicts of interest Role of the Secretary Prepared by CS. Patrick Mulwa

Prepared by CS. Patrick Mulwa GS 003- MINUTES Purpose The standard describes the recommended governance practise for the preparation, recording and maintenance of a Minute Book. Prepared by CS. Patrick Mulwa

Factors to Consider in Minute Preparation and Retention Form ( Format and structure) Substance ( Attendance, quorum, confirmation of previous minutes, matters arising, resolutions) Amendments of Previous Minutes ( Substantive Defer, Minor chairperson to initial, Note amendments in current minutes) Maintenance of a Minute Book ( Retention policy and applicable laws) Prepared by CS. Patrick Mulwa

Prepared by CS. Patrick Mulwa GS 004- RESOLUTIONS PURPOSE The standard describes the recommended governance practise for preparation, passing, recording and maintenance of resolutions. Prepared by CS. Patrick Mulwa

Factors to consider in Making and Recording Resolutions Types of Resolutions (Ordinary Resolutions, Special Resolutions, Circular or Written Resolutions , Board Resolutions, Members Resolutions) Contents (Summary of matter, Decision, Execution Responsibility, time frames) Forms ( Resolutions within Minutes, Extract Resolutions ) Noting and Filing ( Circular resolutions to be noted in the next meeting and those required by law to be filed with the Registrar to be filed accordingly and within timelines Prepared by CS. Patrick Mulwa

Prepared by CS. Patrick Mulwa GS 005- BOARD PAPERS Purpose The standard describes the recommended governance practise for preparation of Board Papers for both Board Meetings and Board Committee Meetings . Prepared by CS. Patrick Mulwa

Prepared by CS. Patrick Mulwa Factors to Consider in Preparation of Effective a Board Papers and Board Files Form ( Organization, Meeting, Author and department, Agenda Item Number, Title of the Board Paper) Substance (Introduction, Executive Summary, Details, appendices) Board File ( Cover Page, Notice, Agenda, Previous Minutes, matters arising, Reports, Draft resolutions, Chronological Order ( Board File should be chronologically numbered and segmented into sections for ease of reference) Prepared by CS. Patrick Mulwa

Summary Requirements of Board Records and Documents Clear , legible and unambiguous In a language understood by the Members Concise , although not too brief to avoid losing meaning Consistent in form and throughout the Organisation Neutral tone and in present continuous tense Prepared by CS. Patrick Mulwa