WEDNESDAY: 6 December 2023. 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.
QUESTION ONE
1. As a Company Secretary, outline FOUR precautions you would take to ensure proper use and custody of the company’s seal. (4 marks)
2. Highlight SIX constituent parts of the directors’ report in an annual report. (6 marks)
3. When shares are sold at a premium, the amount of the premium is transferred to a share premium account and treated as share capital.
Evaluate FIVE permitted uses of the share premium proceeds according to the Companies Act. (10 marks)
(Total: 20 marks)
QUESTION TWO
1. Identifying the Beneficial Owner (BO) is crucial in various legal and financial contexts such as anti-money laundering (AML), know your Customer (KYC) regulations and corporate governance.
With reference to the above statement, outline FOUR criteria for such identification. (4 marks)
2. Identify SIX ways through which companies can manage unclaimed dividends. (6 marks)
3. Analyse FIVE provisions that are typically included in shareholders’ agreements. (10 marks)
(Total: 20 marks)
QUESTION THREE
1. Virtual meetings enable people in different physical locations to meet in the same virtual room.
With reference to the above statement, identify FIVE factors you would consider when planning and conducting virtual meetings. (5 marks)
2. In developing a compliance strategy and plan, explain FIVE items to be included in the compliance checklist to be drafted for an organisation. (5 marks)
3. While board members have significant decision-making authority, there are various restrictions on their powers to ensure accountability, transparency and compliance with legal and ethical standards.
Explain FIVE restrictions that are placed on board members’ powers. (10 marks)
(Total: 20 marks)
QUESTION FOUR
1. As the chairperson of a Board, describe FIVE strategies you would use to maintain order in meetings. (5 marks)
2. Outline FIVE reasons that could lead to the removal of a corporation secretary. (5 marks)
3. Professional ethics govern the conduct of professionals in their work.
Required:
Examine FIVE principles of professional ethics. (5 marks)
4. The powers of debenture holders vary depending on the terms of their debentures.
In light of this statement, highlight FIVE characteristics of meetings of debenture holders. (5 marks)
(Total: 20 marks)
QUESTION FIVE
1. Describe FOUR essential traits of a corporation secretary. (4 marks)
2. Highlight SIX reasons why compliance programmes fail. (6 marks)
3. The general rule is that for motions to be moved in a legislative body they require notice to be given, however there are certain motions that may be moved without notice.
Required:
Explain FIVE motions which may be moved without notice. (10 marks)
(Total: 20 marks)
