1. PRESENTED BY CS JACQUELINE WAIHENYA MAINA SENSITIZATION SEMINAR 30 TH OCTOBER, 2015 ELDORET CERTIFIED SECRETARIES : IMPACT & OPPORTUNITIES UNDER THE NEW BUSINESS LAWS The Institute of Certified Public Secretaries of Kenya CPS(K) Advocate, Commissioner for Oaths & Notary Public, MCIArb [Arbitration & Adjudication], CPM-MTI [Mediation] 0725519058 /+254 - 041 2311060  waihenya@jwmadvocates.com/ waihenya@jwmadvocates.com/ jackeewmaina@gmail.comjackeewmaina@gmail.com

2. OVERVIEW 2 The Impact of the Companies Act, 2015 on Certified Secretaries; Opportunities for Certified Secretaries under the Companies Act, 2015; Exploring horizons and carving new niches for Certified Secretaries. 13-Jun-16 Institute of Certified Public Secretaries of Kenya

3. Recent Legislation: Business Laws Institute of Certified Public Secretaries of Kenya 3 Companies Act, 2015; Insolvency Act, 2015 Companies & Insolvency Legislation (Consequential Amendments) Act, 2015 Business Registration Services Act, 2015; Special Economic Zones Act, 2015 13-Jun-16

4. Other Relevant Laws to Consider Commercial laws; Competition laws; Consumer Protection Laws; Dispute Resolution Laws; Financial Services Laws; Labour Laws; Land Laws and Property Laws; Tax Laws; and Specific Industry/Sectoral Laws & Regulations. 13-Jun-16 Institute of Certified Public Secretaries of Kenya 4

5. 5 13-Jun-16 Role of the Company/Corporate/Certified Secretary Traditional roles of the Company Secretary include:- (1) Reporting company status and particulars to the Companies Registry; (2) Maintaining the Company’s Registered Office; (3) Maintaining the Company’s Statutory Records; (4) Looking after essential Legal Documents; and (5) Reporting any changes in the company status to the Registrar of Companies.

6. Other essential Roles: Arranging for Board of Directors & Annual General Meetings; Strategic Advisory Role during the Meetings; Compliance with Industry specific and other important statutes and/or regulations; Corporate Governance Champion; and Efficient administration. It is also their responsibility to register and communicate with shareholders. 13-Jun-16 Institute of Certified Public Secretaries of Kenya 6

7. Part XII – Companies Act, 2015 7 Ss.243 – 254 of the Companies Act, 2015 is entitled Company Secretaries:- Key Highlights: PRIVATE COMPANIES (1) Section 243 provides that a Company is only required to have a Company Secretary (CS) if it has a paid up capital of Kshs.5Million or more; (2) If there is no CS then a) service is effected by being addressed to the Company; and b) anything that can be done by a CS will be done by a director or person authorised in that regard by the directors. 13-Jun-16 Institute of Certified Public Secretaries of Kenya

8. Key Highlights: PUBLIC COMPANIES (1) Section 244 provides that every public company is required to have at least 1(one) CS (2) Section 245 where there is no CS then the Attorney General may direct that the company comply with section 244 and the timeframes and other directions in this regard. (3) If a company defaults per s.244(6) then the company and each officer commit an offence attracting a fine of Kshs.500,000.00 and each day they fail to comply attracts a further daily penalty of Kshs.50,000.00 13-Jun-16 Institute of Certified Public Secretaries of Kenya 8

9. Qualifications - Company Secretary Per s.246 directors of a public company shall take all reasonable steps to ensure the CS or joint CSs:- 1) have requisite knowledge and experience to discharge the duties of the Company; and 2) they have suitable qualifications under the Certified Public Secretaries of Kenya Act. 13-Jun-16 Institute of Certified Public Secretaries of Kenya 9

10. Risks of being a Company Secretary There are huge potential risks under the new Companies Act for non-compliance; These comprise both fines, imprisonment or sometimes offences which carry combination of fines and/or imprisonments. 13-Jun-16 Institute of Certified Public Secretaries of Kenya 10

11. Institute of Certified Public Secretaries of Kenya 11 13-Jun-16