April 2026 Meetings, Compliance and Administration Past Paper Answers

Description

CERTIFIED SECRETARIES (CS) INTERMEDIATE LEVEL
MEETINGS: COMPLIANCE AND ADMINISTRATION

WEDNESDAY: 22 April 2026. Morning Paper. Time Allowed: 3 hours.

This paper consists of five (5) questions. 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
(a) (i) With reference to the Companies Act, list FIVE statutory registers that a company must maintain and keep available for inspection at its registered office. (5 marks)

(ii) State FIVE essential qualities of an effective chairperson of a meeting as recognised in corporate secretarial practice. (5 marks)
(b) (i) Explain the difference between an ordinary resolution and a special resolution with reference to quorum requirements and nature of business transacted by each. (4 marks)
(ii) Explain the meaning of the concept “quorum” (2 marks)

(iii) Explain TWO consequences of a meeting proceeding without a quorum. (4 marks)
(Total: 20 marks)

QUESTION TWO
Zidi Tech Limited, a company listed on the Nairobi Securities Exchange, is planning a rights issue to fund its expansion into the East African region. The Board has directed the corporates secretary to ensure that all share registration and dividend management protocols are strictly followed to maintain investor confidence.

Required:
(a) Outline the practical procedure the corporate secretary should follow to manage the closure of the register of members for the purpose of determining eligibility for the rights issue. (10 marks)
(b) Explain the specific steps Zidi Tech Limited should take to identify, manage and report unclaimed dividends in accordance with the Unclaimed Financial Assets Act. (10 marks) (Total: 20 marks)
QUESTION THREE
A State Corporation in Kenya has recently come under scrutiny after a governance audit revealed that it has not been fully compliant with Mwongozo. Specifically, the audit noted irregularities in board committee operations and a lack of transparency in stakeholder engagements.
Required:
(a) Analyse FIVE specific governance parameters that the Board may have breached regarding the establishment and functions of Board Committees. (10 marks)

(b) Examine the potential legal and reputational impacts on the State Corporation and its directors for failing to comply with the#8220;comply or explain” principle stipulated in the Code. (10 marks) (Total: 20 marks)

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QUESTION FOUR
(a) With the rise of digital transformation, many companies are adopting Hybrid Annual General Meetings (AGMs).
Evaluate FIVE risks associated with use of technology in such meetings and propose FIVE effective mitigation strategies for a company with a diverse and geographically dispersed shareholder base. (10 marks)

(b) Evaluate the role and importance of Advisers such as Sponsors, Lawyers and Share Registrars during the process of listing a company on a securities exchange and assess how their contributions ensure regulatory compliance.
(10 marks)
(Total: 20 marks)

QUESTION FIVE
(a) You have been appointed as the first corporate secretary for a newly registered public benefit organisation. a comprehensive compliance health check/assessment template for the organisation to be used at the end of its first financial year in order to assess adherence to statutory requirements. (10 marks)
(b) Kijito Limited has recently discovered that several documents executed under its common seal were not recorded in the register.

Required:
(i) Advise the company secretary on FIVE measures that could be implemented to rectify the situation.
(5 marks)

(ii) Recommend to the company secretary on FIVE measures that could be taken to prevent recurrence.
(5 marks)
(Total: 20 marks)
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