WEDNESDAY: 23 August 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.


1. During meetings, claims against defamation may arise. To avoid liability or reduce damages, a defendant may need to apply some defenses.

Identify FIVE such defenses. (5 marks)

2. A new company, ABC Ltd., was recently registered and has started operations without the services of a
corporate secretary. As a consultant, advise ABC Ltd. on FIVE roles of the secretary as per the governance standards and guidelines. (5 marks)

3. Requirements for the circulation of resolutions in a members’ meeting can vary with jurisdiction and the specific company’s constitution or articles of association.

Outline FIVE requirements for such circulation of resolutions. (5 marks)

4. Jobbys Ltd. has put in place a dividend policy that sets out the parameters and circumstances that will be considered by the Board of Directors in determining the distribution of dividend to its shareholders or
retaining profits earned by the Company.

In view of the above statement, identify FIVE circumstances when the Board may deviate from this policy and restrict dividend distribution to its shareholders. (5 marks)

(Total: 20 marks)



1. List FOUR conditions that would invalidate proceedings of a meeting. (4 marks)

2. Analyse THREE legal instruments governing virtual meetings. (6 marks)

3. Public limited liability companies are by law required to hold annual general meetings.

Discuss FIVE compliance requirements according to the Companies Act 2015. (10 marks)

(Total: 20 marks)



1. Integrated reporting is a process founded on integrated thinking for communicating an organisation’s agenda.

Summarise FOUR benefits of integrated reporting as a holistic approach to corporate reporting. (4 marks)

2. Examine FOUR requirements for keeping records of County and National Assembly meetings as contained in various laws and regulations. (8 marks)

3. Describe FOUR stages of the evolution of the corporate secretarial profession in your country. (8 marks)

(Total: 20 marks)



1. Identify FOUR agenda items of notices for general meetings. (4 marks)

2. Assess TWO benefits of a prospectus to an investor of shares listed at the Securities Exchange. (4 marks)

3. A certified secretary working in an international company may be required to ensure documents are
authenticated and validated.

Discuss THREE steps followed when authenticating documents for international use. (6 marks)

4. The idea behind committees of the board is to tap into the specific talents, skills and expertise of the
individual board directors, to inform and educate the full board on particular areas of concern.

Explain THREE benefits of these committees in execution of Board agenda. (6 marks)

(Total: 20 marks)



1. Memorandum of association is one of the prerequisite documents that is prepared by promoters to set up a company.

Explain the process involved in altering the memorandum of association. (5 marks)

2. Identify SEVEN legal requirements that have to be met for minutes of a company to be admissible in a court of law. (7 marks)

3. Parliament is the legislative assembly of political representatives of a given country. One of its roles is to debate and make laws which are passed by majority vote.

In view of the above statement, discuss FOUR voting methods used in Parliament. (8 marks)

(Total: 20 marks)

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