THE INSTITUTE OF CERTIFIED PUBLIC SECRETARIES OF KENYA (ICPSK) DEVELOPMENT OF THE COMPANY SECRETARIAL PROFESSION IN KENYA PRESENTED BY: MR. JACKSON K. MAINGI (FCPSK) CHAIRMAN, ICPSK AT THE 36 TH NATIONAL CONVENTION OF COMPANY SECRETARIES HELD AT PANAJI, GOA, INDIA ON NOVEMBER 6 – 8, 2008

EVOLUTION OF THE PROFESSION IN KENYA The evolution of the Company Secretarial profession in Kenya is traced to the establishment of the Kenya Accountants and Secretaries National Examinations Board (KASNEB) in The Board came into being through an Administrative Order under the auspices of the Directorate of Personnel Management, Office of the President. The evolution of the Company Secretarial profession in Kenya is traced to the establishment of the Kenya Accountants and Secretaries National Examinations Board (KASNEB) in The Board came into being through an Administrative Order under the auspices of the Directorate of Personnel Management, Office of the President.

Cont. The mandate of KASNEB was to examine both Certified Public Accountants and Certified Public Secretaries. KASNEB was included as an institutional structure in the Accountants Act, Cap 531 Laws of Kenya, in July The mandate of KASNEB was to examine both Certified Public Accountants and Certified Public Secretaries. KASNEB was included as an institutional structure in the Accountants Act, Cap 531 Laws of Kenya, in July 1977.

ESTABLISHMENT OF THE INSTITUTE The Certified Public Secretaries of Kenya Act 1988 (Cap 534) established the Institute of Certified Public Secretaries of Kenya (ICPSK) and the Registration of Certified Public Secretaries Board (RCPSB).

VISION To be a leader in good Governance in both Public and Private Institutions and a centre of excellence in Company Secretarial Practice, Management and Administration.

MISSION The Institute aims to promote and support good Corporate and Institutional Governance and to enhance professional competence of its members through continuous professional development in Company Secretarial Practice, Public and Private Sector Business Management and Administration.

STRUCTURE OF THE INSTITUTE The Institute is run by a Council consisting of members who are elected by the general membership during the annual general meeting, to occupy these positions. Each council member is elected to office for 3 years and retire by rotation. The Institute is run by a Council consisting of members who are elected by the general membership during the annual general meeting, to occupy these positions. Each council member is elected to office for 3 years and retire by rotation. The general membership elects the Chairman of the Council on annual basis, who is supposed to preside over all the meetings of the Council.

DEVELOPMENT OF THE INSTITUTE The Institute has continued to grow from strength to strength and the following are the positive attributes that have contributed to that: - The Institute has continued to grow from strength to strength and the following are the positive attributes that have contributed to that: - (i) Strong Legal framework As mentioned above, the Institute is established through an Act of Parliament. Further the current Companies Act, Cap 486 of the Laws of Kenya, requires all companies incorporated in Kenya to employ the services of a qualified Company Secretary. As mentioned above, the Institute is established through an Act of Parliament. Further the current Companies Act, Cap 486 of the Laws of Kenya, requires all companies incorporated in Kenya to employ the services of a qualified Company Secretary.

Developments Cont (ii) Acquisition of Institute’s own premises The Institute acquired its own premises in the year This will be developed into modern office facilities as well have adequate space for a training and research centre, which will further propel the growth of the Institute. The Institute acquired its own premises in the year This will be developed into modern office facilities as well have adequate space for a training and research centre, which will further propel the growth of the Institute.

Developments Cont (iii) Members valuing the professional designation The image of the Institute has been improving with time and the members now value the professional designation CPS. This is sure to improve the enrolment levels of students and to further improve the image of the Institute. The image of the Institute has been improving with time and the members now value the professional designation CPS. This is sure to improve the enrolment levels of students and to further improve the image of the Institute.

Developments Cont (iv) Membership to the International Federation of Company Secretaries Global growth is envisaged through the International Federation of Company Secretaries. Global growth is envisaged through the International Federation of Company Secretaries.

CHALLENGES FACED BY THE INSTITUTE (i) To have all persons qualified to be registered. Currently, the registered members are 2,200. Kenya still has a large number of qualified CPSs not yet registered with the Institute. This is a big challenge. Majority of them do not work as Company Secretaries and are not required under the Statute to become members. Currently, the registered members are 2,200. Kenya still has a large number of qualified CPSs not yet registered with the Institute. This is a big challenge. Majority of them do not work as Company Secretaries and are not required under the Statute to become members.

Challenges Cont. (ii) Compliance with the requirement of Continuous Professional Development (CPD). Each member is required to clock 20 CPD credit hours per year. Only about 20% of current members comply with the CPD requirement. The Institute is currently working out modalities of ensuring compliance.

Challenges Cont. (iii) Financial Capability The Institute continually faces inadequacy of resources to support its programmes. This is because it has continued to rely on membership subscription fees, which are not adequate to finance all the developmental requirements of the profession. The Institute is currently thinking of ways and means to diversify its resource base. The Institute continually faces inadequacy of resources to support its programmes. This is because it has continued to rely on membership subscription fees, which are not adequate to finance all the developmental requirements of the profession. The Institute is currently thinking of ways and means to diversify its resource base.

Challenges Cont. (iv) Research Capacity The Secretariat lacks an adequate Technical capacity to undertake research. This is because it is unable to expand due to resource constraints as explained in (iii) above. The Secretariat lacks an adequate Technical capacity to undertake research. This is because it is unable to expand due to resource constraints as explained in (iii) above.

Challenges Cont. (v) Practice Management There is lack of strong practice control in the profession to ensure that only bona fide members are allowed to practice, especially in the filing of Annual Returns and being employed as Company Secretaries in various Corporations. The Institute has stationed a Desk Officer at the Companies Registry to try and curb the situation. There is lack of strong practice control in the profession to ensure that only bona fide members are allowed to practice, especially in the filing of Annual Returns and being employed as Company Secretaries in various Corporations. The Institute has stationed a Desk Officer at the Companies Registry to try and curb the situation.

Challenges Cont. (vi) Lack of focus on core business of the profession. The Certified Public Secretaries syllabus is not fully focused on the profession as it heavily borrows from other professions. KASNEB is however undertaking a major review to address this challenge. The Certified Public Secretaries syllabus is not fully focused on the profession as it heavily borrows from other professions. KASNEB is however undertaking a major review to address this challenge.

Challenges Cont. (vii) Review of the Companies Act The Kenyan Companies Act is currently being reviewed. One of the proposals is that private companies should not be required to have a Company Secretary. This poses a major threat to the profession since these companies form the bulk of the work for Company Secretaries. The Kenyan Companies Act is currently being reviewed. One of the proposals is that private companies should not be required to have a Company Secretary. This poses a major threat to the profession since these companies form the bulk of the work for Company Secretaries.

Challenges Cont. (viii) Corporate Governance Initiative The Institute continues to face stiff competition from other bodies in the corporate governance initiative. In Kenya, there is the Centre for Corporate Governance and the Institute of Directors, both of which drive the Corporate Governance initiative. The Institute continues to face stiff competition from other bodies in the corporate governance initiative. In Kenya, there is the Centre for Corporate Governance and the Institute of Directors, both of which drive the Corporate Governance initiative.

LOCATION OF THE SECRETARIAT CPS Governance Centre Kilimanjaro Road, Off Mara Road, Upper Hill P.O. Box ,Nairobi. Tel.: /2 Website: