THE INSTITUTE OF CERTIFIED THE INSTITUTE OF CERTIFIED PUBLIC SECRETARIES OF KENYA PUBLIC SECRETARIES OF KENYA

(ICPSK)(ICPSK)

DEVELOPMENT OF THE COMPANY DEVELOPMENT OF THE COMPANY SECRETARIAL PROFESSION IN KENYASECRETARIAL PROFESSION IN KENYA

PRESENTED BY:

MR. JACKSON K. MAINGI (FCPSK)CHAIRMAN, ICPSK

AT THE 36TH NATIONAL CONVENTION OF COMPANY SECRETARIES HELD AT PANAJI, GOA, INDIA

ON NOVEMBER 6 – 8, 2008

EVOLUTION OF THE EVOLUTION OF THE PROFESSION IN KENYAPROFESSION IN KENYA

The evolution of the Company The evolution of the Company Secretarial profession in Kenya is Secretarial profession in Kenya is traced to the establishment of the traced to the establishment of the Kenya Accountants and Secretaries Kenya Accountants and Secretaries National Examinations Board National Examinations Board (KASNEB) in 1969. The Board came (KASNEB) in 1969. The Board came into being through an Administrative into being through an Administrative Order under the auspices of the Order under the auspices of the Directorate of Personnel Directorate of Personnel Management, Office of the President. Management, Office of the President.

Cont. Cont.

The mandate of KASNEB was to The mandate of KASNEB was to examine both Certified Public examine both Certified Public Accountants and Certified Public Accountants and Certified Public Secretaries. KASNEB was included Secretaries. KASNEB was included as an institutional structure in the as an institutional structure in the Accountants Act, Cap 531 Laws of Accountants Act, Cap 531 Laws of Kenya, in July 1977. Kenya, in July 1977.

ESTABLISHMENT OF THE ESTABLISHMENT OF THE INSTITUTEINSTITUTE

The Certified Public Secretaries The Certified Public Secretaries of Kenya Act 1988 (Cap 534) of Kenya Act 1988 (Cap 534) established the Institute of established the Institute of Certified Public Secretaries of Certified Public Secretaries of Kenya (ICPSK) and the Kenya (ICPSK) and the Registration of Certified Public Registration of Certified Public Secretaries Board (RCPSB).Secretaries Board (RCPSB).

VISIONVISIONTo be a leader in good To be a leader in good Governance in both Public Governance in both Public and Private Institutions and and Private Institutions and a centre of excellence in a centre of excellence in Company Secretarial Company Secretarial Practice, Management and Practice, Management and Administration.Administration.

MISSIONMISSION

The Institute aims to promote and The Institute aims to promote and support good Corporate and support good Corporate and Institutional Governance and to Institutional Governance and to enhance professional competence enhance professional competence of its members through continuous of its members through continuous professional development in professional development in Company Secretarial Practice, Company Secretarial Practice, Public and Private Sector Business Public and Private Sector Business Management and Administration.Management and Administration.

STRUCTURE OF THE STRUCTURE OF THE INSTITUTEINSTITUTE

The Institute is run by a Council consisting The Institute is run by a Council consisting of members who are elected by the of members who are elected by the general membership during the annual general membership during the annual general meeting, to occupy these general meeting, to occupy these positions. Each council member is elected positions. Each council member is elected to office for 3 years and retire by rotation.to office for 3 years and retire by rotation.

The general membership elects the The general membership elects the Chairman of the Council on annual basis, Chairman of the Council on annual basis, who is supposed to preside over all the who is supposed to preside over all the meetings of the Council.meetings of the Council.

DEVELOPMENT OF THE DEVELOPMENT OF THE INSTITUTEINSTITUTE

The Institute has continued to grow from The Institute has continued to grow from strength to strength and the following are strength to strength and the following are the the positive attributes that have positive attributes that have contributed to thatcontributed to that: -: -

(i) Strong Legal framework(i) Strong Legal framework As mentioned above, the Institute is As mentioned above, the Institute is

established through an Act of Parliament. established through an Act of Parliament. Further the current Companies Act, Cap 486 Further the current Companies Act, Cap 486 of the Laws of Kenya, requires all companies of the Laws of Kenya, requires all companies incorporated in Kenya to employ the incorporated in Kenya to employ the services of a qualified Company Secretary.services of a qualified Company Secretary.

Developments ContDevelopments Cont

(ii) Acquisition of Institute’s own (ii) Acquisition of Institute’s own premisespremises

The Institute acquired its own The Institute acquired its own premises in the year 2006. This will be premises in the year 2006. This will be developed into modern office facilities developed into modern office facilities as well have adequate space for a as well have adequate space for a training and research centre, which training and research centre, which will further propel the growth of the will further propel the growth of the Institute.Institute.

Developments ContDevelopments Cont

(iii) (iii) Members valuing the Members valuing the professional designationprofessional designation

The image of the Institute has The image of the Institute has

been improving with time and the been improving with time and the members now value the members now value the professional designation CPS. This professional designation CPS. This is sure to improve the enrolment is sure to improve the enrolment levels of students and to further levels of students and to further improve the image of the Institute.improve the image of the Institute.

Developments ContDevelopments Cont

(iv) Membership to the (iv) Membership to the International Federation of International Federation of Company SecretariesCompany Secretaries

Global growth is envisaged Global growth is envisaged through the International through the International Federation of Company Federation of Company Secretaries.Secretaries.

CHALLENGES FACED BY THE CHALLENGES FACED BY THE INSTITUTEINSTITUTE

(i)(i) To have all persons qualified to To have all persons qualified to be registered.be registered.

Currently, the registered members Currently, the registered members are 2,200. Kenya still has a large are 2,200. Kenya still has a large number of qualified CPSs not yet number of qualified CPSs not yet registered with the Institute. This is a registered with the Institute. This is a big challenge. Majority of them do not big challenge. Majority of them do not work as Company Secretaries and are work as Company Secretaries and are not required under the Statute to not required under the Statute to become members.become members.

Challenges Cont.Challenges Cont.

(ii) Compliance with the requirement (ii) Compliance with the requirement of Continuous Professional of Continuous Professional Development (CPD).Development (CPD).

Each member is required to clock 20 CPD Each member is required to clock 20 CPD credit hours per year. Only about 20% credit hours per year. Only about 20% of current members comply with the of current members comply with the CPD requirement. The Institute is CPD requirement. The Institute is currently working out modalities of currently working out modalities of ensuring compliance.ensuring compliance.

Challenges Cont.Challenges Cont.

(iii) Financial Capability(iii) Financial Capability The Institute continually faces The Institute continually faces

inadequacy of resources to support its inadequacy of resources to support its programmes. This is because it has programmes. This is because it has continued to rely on membership continued to rely on membership subscription fees, which are not subscription fees, which are not adequate to finance all the adequate to finance all the developmental requirements of the developmental requirements of the profession. The Institute is currently profession. The Institute is currently thinking of ways and means to diversify thinking of ways and means to diversify its resource base.its resource base.

Challenges Cont.Challenges Cont.

(iv) Research Capacity(iv) Research Capacity

The Secretariat lacks an adequate The Secretariat lacks an adequate Technical capacity to undertake Technical capacity to undertake research. This is because it is unable research. This is because it is unable to expand due to resource constraints to expand due to resource constraints as explained in (iii) above. as explained in (iii) above.

Challenges Cont.Challenges Cont.

(v) Practice Management(v) Practice Management

There is lack of strong practice control There is lack of strong practice control in the profession to ensure that only in the profession to ensure that only bona fide members are allowed to bona fide members are allowed to practice, especially in the filing of practice, especially in the filing of Annual Returns and being employed as Annual Returns and being employed as Company Secretaries in various Company Secretaries in various Corporations. The Institute has Corporations. The Institute has stationed a Desk Officer at the stationed a Desk Officer at the Companies Registry to try and curb the Companies Registry to try and curb the situation.situation.

Challenges Cont.Challenges Cont.

(vi) Lack of focus on core business (vi) Lack of focus on core business of the profession.of the profession.

The Certified Public Secretaries The Certified Public Secretaries syllabus is not fully focused on the syllabus is not fully focused on the profession as it heavily borrows from profession as it heavily borrows from other professions. KASNEB is however other professions. KASNEB is however undertaking a major review to undertaking a major review to address this challenge.address this challenge.

Challenges Cont.Challenges Cont.

(vii) Review of the Companies Act(vii) Review of the Companies Act

The Kenyan Companies Act is currently The Kenyan Companies Act is currently being reviewed. One of the proposals is being reviewed. One of the proposals is that private companies should not be that private companies should not be required to have a Company Secretary. required to have a Company Secretary. This poses a major threat to the This poses a major threat to the profession since these companies form profession since these companies form the bulk of the work for Company the bulk of the work for Company Secretaries. Secretaries.

Challenges Cont.Challenges Cont.

(viii) Corporate Governance Initiative(viii) Corporate Governance Initiative

The Institute continues to face stiff The Institute continues to face stiff competition from other bodies in the competition from other bodies in the corporate governance initiative. In corporate governance initiative. In Kenya, there is the Centre for Kenya, there is the Centre for Corporate Governance and the Institute Corporate Governance and the Institute of Directors, both of which drive the of Directors, both of which drive the Corporate Governance initiative.Corporate Governance initiative.

LOCATION OF THE SECRETARIAT

CPS Governance Centre Kilimanjaro Road, Off Mara Road,

Upper Hill P.O. Box 46935 00100,Nairobi.

Tel.: 020 3597840/2E-mail: icpsk@wananchi.com.

Website: www.icpsk.com