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

3. THE INSTITUTE OF CERTIFIED PUBLIC SECRETARIES OF KENYA (ICPSK) ABOUT THE INSTITUTE AND CS PROFESSION PRESENTED BY: CS. Nicholas Letting’ Chairman

4. I. 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).

5. II.MEMBERSHIP OF THE INSTITUTE. The membership of the Institute has continued to grow since the inception of the Institute and now stands at 3,000 members. There are several ways by which one could become a member; (cap. 534, Section 20 (1) ) By taking the examinations administered by Kenya Accountants and Secretaries Examinations Board and being awarded a Certificate designated the final Certificate of CPS examinations; If one is an Advocate of the High Court of Kenya admitted on or before June 30, 2002 and is also a citizen of Kenya;

6. MEMBERSHIP OF THE INSTITUTE CONT If one was a registered member of the Institute of Chartered Secretaries and Administrators on or before June 30, 2002; and is also a citizen of Kenya If one was a registered member of the Institute of Certified Public and Accountants of Kenya (ICPAK) on or before November 1989; If one had been appointed as a company Secretary and was practicing as one and depended on this 10 years prior to enactment of the CPS Act. The RCPSB considers each case on its merit.

7. III.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 general membership elects the Chairman of the Council on annual basis, who is supposed to preside over all the meetings of the Council.

8. IV. THE COUNCIL The Council is composed of twelve members as follows: 1. CS. Dr. Nicholas Letting - Chairman 2. CS. Nkirote N. Mworia - Vice Chairman 3. CS. Denis B. Aroka 4. CS. Calvin Nyachoti 5. CS. Pius M. Nduatih6. CS. Waweru Mathenge 7. CS. Bernice Gachegu 8. CS. Nelly Matheka 9. CS. Beatrice Meso 10. CS. Tom Omariba

9. V. COMMITTEES OF THE COUNCIL The Council delegates responsibilities to a number of committees established to deal with varying businesses. The work of the committees is to deliberate on issues that are assigned to them and then advice the Council on the course of action. Currently the Committees of the Council are 6.

10. VI. COMMITTEES AND CHAIR PERSONS CommitteeChair person (Council member) 1.Membership Services, Advocacy and Communication. CS. Dennis Aroka 2. Professional Development, Innovations, and Standards CS. Waweru Mathenge 3. Finance, Administration and Strategy CS. Pius M. Nduatih 4. Disciplinary CS. Erastus Gitau 5. Corporate Governance, Legislation And Devolution Committee CS. Nelly Matheka 6. Audit, Risk and Compliance CS. Tom Omariba

11. VII. OTHER INSTITUTE ESTABLISHMENTS (i)INSTITUTIONAL CONSULTANTS LIMITED (ICL) Incorporated to Provide consultancy services and staff training to various clients at a fee. (i)(ii) CPS Governance Centre Ltd  Incorporated in year 2012 to enable members of the Institute buy the shares of the Company and participate in the ownership of Institute Office Complex.  The Share Capital of the Company is Kshs 50,000,000 divided into 500,000 shares of Kshs. 100 each while the Market value of the shares has been set at Ksh. 5000.  The maximum shareholding of the Company that a member can hold is 2.5% of the Share Capital of the Company, i.e. Maximum of 12,500 shares of Market value of Kshs 62,500,00Minimum share subscription of 10 shares by each member, translating to a total of Kshs. 50,000.

12. CPS GOVERNANCE CENTRE LTD.. CONTINUED Company’s Bank Account at NIC Bank, NIC House Branch, Bunyala Road, and Account Number 1000429167 in the name of CPS Governance Centre Ltd. NB: You can purchase the shares in instalments. You are invited to purchase the shares of this Company to help in mobilizing funds to start financing the preliminary expenses of the project.

13. (iii) The ICPSK Benevolent Fund. Established for the benefit of Members, former members, spouses and children of members and former members, to assist such persons by grants of moneys or other payment and such other assistance as the trustees of the Fund may think fit. There are 2 classes of membership to the Fund: Annual membership – pay Kshs. 2,500 p.a Life membership – pay Kshs. 30,000 All members of the Institute are required to join the Fund. The fund has trustees. Its funds are invested in Treasury Bills and Government Bonds.

14. (iv) ICPSK SACCO. Open to members of the Institute, their spouses and employees under their professional practice establishments. The ICPSK Sacco has adopted the standard by- laws obtainable from KUSCCO at Kshs.50 each. Admission fee is Kshs.200 non-refundable and minimum deposit contribution per month is Kshs.3000/= It is a requirement for each member to hold 50 shares of Kshs.100 each. Upon withdrawal from membership the shares are transferable but not refundable. Members will be eligible for loans subject to availability of funds after six months’ contributions and the loan will be 3 times the member’s contribution. Maximum repayment period is 36 months. Remittance may be on standing orders, bankers’ cheque or direct payment to the SACCO Secretariat.

15. VIII.ACTIVITIES OF THE INSTITUTE A calendar of events is sent to all members of the Institute with seminars and forums to be held within the year. Key among the Institute’s premier events include: EVENTMONTHPLACE ANNUAL DINNERAPRILNAIROBI ANNUAL GENERAL MEETINGMAYNAIROBI ANNUAL INTERNATIONAL CONFERENCE AUGUSTMOMBASA ICPSK COG AWARD GALA NIGHTNOVEMEBERNAIROBI

16. IX.HIERARCHY OF MEMBERSHIP OF THE INSTITUTE Types of memberships. a) Non – Practicing member: Mainly are employed by corporate bodies and other institutions. They are not allowed to file company returns as practicing members, however, they can do so only for their employers in their capacities as Company Secretaries. Membership fee is currently Kshs. 10,000 per annum b) Practicing member. For one to become a practicing member, he/she must be licensed to do so. Members are authorized to practice by the RCPSB upon application and payment of appropriate fees. Must have been a member in good standing for at least two years preceding the application Membership fees is Kshs. 12,500 per annum

17. c) Life member One can opt to take the status of a life member. Conditions are that he/ she should have been a member in good standing for 5 years and more. It is open to both practicing and non – practicing members. Fees: 10 years membership in good standing -Kshs. 100,000 20 years and over -Kshs. 65, 000

18. D) FELLOW (FCPSK) The fellowship is usually granted by the Council to members in recognition of exemplary performance and contribution to the profession at large. The Council, for exemplary performance on a given matter, could also commend a member.

19. OPPORTUNITIES FOR THE CS IN COUNTY GOVERNMENTS Secretary - County Public Service Board Secretary - City Board Secretary - Municipalities Board Secretary - Interim County Management Board

20. GOVERNANCE OPPORTUNITIES FOR CS’ Advisory services – principally in developing and implementing governance systems but also in management, administration and policy Governance audits – entrenched in the Mwongozo code for Government Owned Entities (GOE’s) and in board charters for private entities. Repository of information contained in CR12 to enable confirmation of shareholding status - may then be authorized to correct, amend or clarify on certain data, information and/or reports Compliance audit – ensuring statutory and regulatory compliance

21. GOVERNANCE OPPORTUNITIES FOR CS’ Procurement advisory services – compliance and governance advise; tender boards within the public sector Preparation and verification of constitutive documents for legal entities Stakeholder management – ensuring sustainability, adequate communication, constitutional thresholds for participation are met for public organizations Board evaluation – ensuring that accountability to governance principles within the board.

22. X. ACTION POINTS 1.Attend CPD Programmes in order to grow professionally. 2.Pay up your subscriptions promptly to avoid de- registration. 3.Apply to join committees of the council in order to serve the profession and benefit as well. 4.Buy Shares in the CPS Governance Centre Ltd 5.Join ICPSK SACCO

23. XI. THE SECRETARIAT The Institute is run by a Secretariat, which has a work force of 9 members of staff. 1.Maureen K. ShikoliOffice Assistant 2.Mr. Amon Gregory Olang’o Office Assistant 3.Mr. John Omondi Gwada Administrative Assistant 4.Mr. Julius M. Kyulu ICT Officer 5.Mr. Pius M. KamauAccounts Officer 1 6.Ms. Emily S. S. Mugonyi Membership Services Officer 7.Ms. Felistas M. Musyoka Asst. Manager, Marketing & Corporate Affairs 8.CS. Jeremiah N. Karanja Asst. Manager, Professional Services 9.CS. John K. Mburugu Chief Executive Officer

24. XII. CONTACTS OF THE SECRETARIAT CPS Governance Centre Kilimanjaro Road, Off Mara Road, Upper Hill P.O. Box 46935 00100,Nairobi. Tel.: 020 3597840/2 / 0734603173, 0770159631 E-mail: info@icpsk.cominfo@icpsk.com Website: www.icpsk.comwww.icpsk.com