TUESDAY: 5 April 2022. Morning paper,                                                                                                       Time Allowed: 3 hours.

Answer ALL questions. Marks allocated to each question are shown at the end of the question. Do NOT write anything on this paper..


1.         You are the corporate secretary of Pluto Ltd. and the managing director has requested you to draft an “extract resolution”. The extract resolution will be presented to the bank for a mandate change.


Outline six contents of an extract resolution.                                                                                                                      (6 marks)

2.        Suggest four reasons why the Institute of Certified Secretaries (ICS) issues governance standards and guidelines.      (4 marks)

Summarise six essentials of Governance Guideline 1 (CG1) on requirements for publicity and advertisement of professional services.                                                                                                                                    (6 marks)

3.          Explain four legal provisions in the minutes of a company directors’ meeting.                                                                  (4 marks)

(Total: 20 marks)



1.        Justify why organisations prepare Board work plans.                                                                                                       (7 marks)

2.       Highlight eight components of dividend warrant                                                                                                               (8 marks)

3.        With reference: to insolvency proceedings, highlight two duties of the chairperson in a creditors meeting immediately

after the meeting.                                                                                                                                                              (2 marks)

4.        State three documents that a company should send 😮 proxies, if the company intends to hold a virtual general

meeting.                                                                                                                                                                              (5 marks)

(Total: 20 marks)



1.          With reference to registration and compliance, outline six functions of the Business Registration Service (BRS) or its equivalent today in your country.                                                                                                                                  (6 marks)

2.          An organisation may have more than one official seal.

With reference to the above statement, explain four provisions relating to the use of seals outside Kenya, to be included in the sealing policy of an organisation.                                                                                                               (4 marks)

3.           Describe five ways of issuing shares to the public.                                                                                                            (5 marks)

4.         With reference to the law of defamation:.

List three elements, of offer of amends that are required in order for it to be accepted.                                      (3 marks)

Explain the legal effect of a statement made by a member of parliament outside of parliament.                         (2 marks)

(Total: 20 marks)



1.          Since the chairman derives authority from his appointment, summarise three instances that may limit his authority.  (3 marks)

Describe six actions that the chair of-a meeting could take to ascertain the sense ofthe meeting.                        (6 marks)

2.         “The principle which requires that the chairman at a meeting should accept and put to the meeting all motions which are relevant to the business to be transacted thereatalso applies to amendments. No amendments should be rejected save on one or all of the following grounds”:

With reference to the above statement, discuss six grounds when an amendment might be rejected. (6 marks)

In wording an amendment, there must be direct identification of the part or parts of the motion to be altered. This may be done by proposing in four ways.

Identify three ways amendments to motions may be done.                                                                                 (3 marks)

3.         Cite two circumstances when a resolution may not be moved at a.general meeting.                                                           (2 marks)

(Total: 20 marks)



1.         Describe four circumstances that might lead to one being disqualified from registering as a practising certified secretary.    (4 marks)

2.             An issuer, listing on any market segment other than the growth enterprise market segment, shall appoint one or more lead transaction advisors and a sponsoring stockbroker when seeking listing Of the securities on the exchange shall inform the exchange in writing of this appointment.

With refee to listing at the securities exchange:-

Highlight six responsibilities of a sponsoring stockbroker.                                                                                (6 marks)

Summarise four instances when an additional sponsoring stockbroker shall be appointed by issuer.(4 marks)

3.        Discuss three benefits that could be. derived by an organisation from having an effective compliance strategy.

(6 marks)

(Total: 20 marks)

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