December 2021. Time Allowed: 3 hours.
Answer ALL questions. Marks allocated to each question are shown at the end of the question.
QUESTION ONE
1. Explain four roles of a chair during a meeting. (4 marks)
2. Discuss the legal defences and remedies for defamation in your country. (16 marks)
(Total: 20 marks)
QUESTION TWO
1. Waridi is the company secretary of XYZ Limited and has given you the task of confirming if the company’s current annual returns comply with the requirements for the content of annual returns as provided for in the Companies Act, 2015. Explain the requirements. (14 marks)
2. Explain the general rules for voting powers by members on company resolutions under Kenya’s company law. (6 marks)
(Total: 20 marks)
QUESTION THREE
1. Explain three documents of proxy that are sent by a company in relation to a general meeting. (6 marks)
2. Examine five requirements for keeping company resolutions and meetings according to the Companies Act, 2015(10 marks)
3. Highlight the presumptions made under the law in Kenya where records of a company’s general meeting exist. (4 marks)
(Total: 20 marks)
QUESTION FOUR
1. Explain five points to consider when arranging a virtual meeting. (10 marks)
2. Explain five ways of mitigating risks that are attendant to virtual meetings. (10 marks)
(Total: 20 marks)
QUESTION FIVE
1. Explain the legal position in Kenya with regard to directors convening a general meeting due to loss of a public company’s capital. (12 marks)
2. Explain two exceptions that apply to the rule under Kenya’s company law that two qualifying persons present at a meeting are a quorum. (4 marks)
3. Which two parties can make an application to the High Court to convene a general meeting? (4 marks)
(Total: 20 marks)
