Certified Secretaries (CS)

Certified Secretaries are expert practitioners in governance, governance audits and compliance, corporate secretarial practice, corporate law, consultancy, and business management and administration.

Chartered secretaries are highly skilled and respected professionals who perform their administrative roles at an executive level. They are the primary source of advice on governance to their board.

They are senior professionals trained in law, finance, governance and strategy. They principally work as company secretaries or in other similar roles.

What you will study

PART I
Section 1

• Paper No.1 Organisational Behaviour
• Paper No.2 Commercial Law
• Paper No.3 Business Communication

Section 2

• Paper No.4 Economics
• Paper No.5 Principles of Accounting
• Paper No.6 Public Finance and Taxation

PART II
Section 3

• Paper No.7 Company Law
• Paper No.8 Financial Management
• Paper No.9 Principles and Practice of Management

Section 4

• Paper No.10 Corporate Secretarial Practice
• Paper No.11 Management Information Systems
• Paper No.12 Law and Procedure of Meetings

PART III
Section 5

• Paper No.13 Human Resource Management
• Paper No.14 Financial Markets Law
• Paper No.15 Governance and Ethics

Section 6

• Paper No.16 Strategic Management
• Paper No.17 Public Policy and Administration
• Paper No.18 Governance and Secretarial Audit

PART I

SECTION 1

PAPER NO.1 ORGANISATIONAL BEHAVIOUR

GENERAL OBJECTIVE

This paper is intended to equip the candidate with the knowledge, skills and attitude that will enable him/her to apply organisational behaviour concepts in management of an organisation

1.0 LEARNING OUTCOMES

• A candidate who passes this paper should be able to:
• Demonstrate an understanding of organisational behaviour concepts
• Analyse the behaviour of individuals and groups in organisations
• Apply organisational behaviour knowledge and skills to real life management situations
• Analyse organisational culture and its effects on organisational behaviour
• Analyse the effect of technology on organisational behaviour.

CONTENT

1.1 The nature of organisational behaviour

• Understanding and managing human behaviour
• Factors influencing human behaviour
• The changing nature of work in organisations
• Roles of people in defining organisational behaviour

1.2 Nature and context of organisations

• Classification of organisations: formal and informal
• Components of an organisation
• Organisational goals
• Interaction with the environment

1.3 Organisational development, culture and change

• Organisational management
• Organisational culture
• Nature of organisational change
• Management of organisational change
• Resistance to change
• Overcoming resistance to change
• Employee commitment
• Managing diversity at the work place

1.4 Organisational structure and design

• Nature and importance of organisational structure
• Principles of organisation
• Levels of organisation
• Organisation chart
• Design of organisational structure
• Division of work and span of control

1.5 Organisational control and power

• Forms of control
• Types of authority
• Classification of control systems
• Strategies of control in organisations
• Characteristics of an effective control system
• Delegations and empowerment
• Sources of power

1.6 Work groups and teams

• Distinction between groups and teams
• Types of group
• Group values and norms
• Formal and informal groups
• Reasons for formation of groups
• Characteristics of an effective workgroup
• Role relations and conflicts
• Quality circles
• Negotiation and bargaining, steps in negotiation process

1.7 Leadership and management

• Leadership verses management
• Theories of leadership
• Approaches to leadership
• Leadership styles verses management styles
• Leadership and innovation

1.8 Work and job satisfaction

• Needs and expectations at work
• Relevance theories of motivation to organisation behaviour
• Job design
• Job satisfaction
• Job enrichment
• Flexible working arrangements
• Work life balance

1.9 Conflict management

• Forms of conflict
• Causes of conflict
• Consequences of conflict
• Conflict management styles, strategies and techniques

1.10 Current trends

• Impact of information communication technology on organisation behaviour

1.11 Emerging issues and trends

PAPER NO.2 COMMERCIAL LAW

GENERAL OBJECTIVE

This paper is intended to equip the candidate with knowledge, skills and attitudes that will enable him/her to apply the principles and provisions of commercial law in various business environments

2.0 LEARNING OUTCOMES

• A candidate who passes this paper should be able to:
• Apply general principles of commercial law in business
• Identify the various dispute resolution mechanisms
• Demonstrate knowledge of legal personality
• Apply the law of contract in various scenarios

CONTENT

2.1 Introduction to Law

2.1.1 Nature, purpose and classification of law

• Meaning, nature and purpose of law
• Classification of law
• Law and morality

2.1.2 Sources of law

• The Constitution
• Legislation
• Substance of common law and doctrines of equity
• African customary law
• Islamic law
• Judicial precedent
• General rules of international law and ratified treaties

2.1.3 Administrative law

• Meaning
• Doctrine of separation of powers
• Natural justice
• Judicial control of the Executive

2.1.4 The court system

• Structure, composition and jurisdiction of courts
• Magistrate courts
• Courts martial
• Kadhis courts
• Tribunals
• The High Court
• Environment and Land Court
• Industrial Court
• Court of Appeal
• Supreme Court

2.1.5 Law of persons

• Types of persons: natural person, artificial person
• Nationality, citizenship and domicile
• Unincorporated associations
• Corporations
• Co-operative societies

2.2 Law of tort

• Nature of tort
• Vicarious liability
• Strict Liability
• Negligence
• Nuisance
• Trespass
• Defamation
• Occupiers liability
• General defences in the law of tort
• Limitation of actions

2.3 Law of contract

• Definition and nature of a contract
• Classification of contracts
• Formation of a contract
• Terms of a contract
• Vitiating factors
• Illegal contracts
• Discharge of contract
• Remedies for breach of a contract
• Limitation of actions

2.4 Sale of goods

• Nature of the contract
• Formation of the contract
• Terms of the contract
• Transfer of property and title in goods
• Rights and duties of the parties
• Auction sales
• International contracts of sale: FAS, FOB, CIF, FCA, CPT, CIP, DAT, DAP,DDP, CFR, DAF, DES, DDU, Ex-works and Ex-ship

2.5 General principles of consumer credit

• Nature of the hire purchase contract
• Difference between hire purchase and conditional sale/credit sale
• Formation of the hire purchase contract
• Terms of the hire purchase contract
• Rights and duties of the parties
• Termination and completion of the hire purchase contract

2.6 Indemnity and Guarantees

• Nature of the contracts
• Rights and duties of the parties
• Advantages and disadvantages of guarantee as security
• Termination of contract of guarantee

2.7 Partnership

• Nature of partnership
• Relations of partners to persons dealing with them
• Relations of partners to one another
• Rights, duties and liabilities of existing, incoming, outgoing and minor partners
• Dissolution of partnership and its consequences

2.8 Insurance

• Nature of the contract
• Formation of the contract
• Principles of insurance
• Types of insurance

2.9 Agency

• Meaning, nature and creation of agency
• Types of agents
• Rights and duties of the parties
• Authority of an agent
• Termination of agency

2.10 Negotiable instruments

• Nature and characteristics
• Negotiability and transferability
• Types: cheques, promissory notes, bills of exchange
• Rights and obligations of the parties

2.11 The law of property

• Definition of property
• Classification of property (real and personal, movable and immovable, tangible and intangible)
• Property in land: Private, Public and Community land
• Interests in land: estates, servitudes and encumbrances
• Intellectual property: plant breeder’s patents, trademarks, copyrights and industrial designs

2.12 Resolving commercial disputes

• Nature and problems associated with commercial litigation
• Arbitration
• Mediation
• Negotiation

2.13 Emerging issues and trends

PAPER NO. 3 BUSINESS COMMUNICATION

GENERAL OBJECTIVE

This paper is intended to equip the candidate with the knowledge, skills and attitude that will enable him/her to communicate effectively in an organisation

3.0 LEARNING OUTCOMES

• Develop strategies for effective communication in an organisation
• Demonstrate skills in preparing and presenting reports
• Demonstrate effective communication skills
• Apply information technology in communication

CONTENT

3.1 Nature of communication

• Definition of communication
• The communication process
• Formal and informal communication
• Internal communication
• External communication
• Principles of effective communication
• Methods of communication
• Communication systems
• Principles of interpersonal communication
• Barriers to effective communication

3.2 Written communication

• Rules of effective writing
• Business transactions documents: Catalogue, Invoices, purchase order,
• Good received note, debit note, credit note, etc.
• Memorandum
• Forms and questionnaire design
• Circulars and newsletters
• Notices and advertisements
• Publicity materials
• Graphic communication

3.3 Business correspondences

• Receiving mails
• Sorting and classification of mails
• Filing mails
• Storage and retrieval of mails
• Dispatch of mails
• Postal and courier services

3.4 Oral communication

• Meaning of oral communication
• Effective listening
• Interviews
• Interpersonal relationships
• Persuasion process
• Assertiveness

3.5 Nonverbal Communication

• Introduction to nonverbal communication
• Importance of nonverbal communication
• Elements of nonverbal communication

3.6 Public speaking and Presentation

• Presentation skills
• Presentation aids
• Selecting a topic
• Testing the topic
• Analysing the audience
• Analysing the occasion
• Researching on Topic
• Public speeches
• Organising and outlining the speech
• Principles of organising speech
• Patterns of organization
• The speech introduction
• Characteristics of good delivery and types of delivery of speeches

3.7 Group and Team Communication

• Groups communication skills
• Communication networks
• Public discussion format: panel discussion and symposium
• Team communication
• Meetings

3.8 Report writing

• Types of reports
• Qualities of an effective report writing
• Uses of reports
• Format of written reports
• Preparation of formal reports
• Précis writing and executive summaries

3.9 Proposal writing

• Types of proposals
• Uses of proposals
• Contents of proposals
• Preparation of formal proposals

3.10 Information technology and communication

• Communication networks: internet, Intranet and extranet
• Teleconferencing and videoconferencing
• Wireless technologies
• Social media

3.11 Ethics in communication

• Ethical issues in communication
• Significance of ethical communication
• Factors influencing ethical communication
• Ethical dilemmas in communication
• Guidelines to handle communication ethics dilemmas

3.12 Emerging issues and trends

SECTION 2

PAPER NO. 4 ECONOMICS

GENERAL OBJECTIVE

This paper is intended to equip the candidate with knowledge, skills and attitudes that will enable him/her to apply the fundamental principles of economics in decision making

4.0 LEARNING OUTCOMES

• A candidate who passes this paper should be able to:
• Apply basic mathematical and graphical techniques to analyse economic relationships and interpret the results
• Apply the knowledge of economics in decision making
• Analyse economic problems and suggest possible policy related recommendations
• Apply knowledge of economics in international trade and finance
• Apply economic principles in the development and implementation of policies in agriculture and industry
• Demonstrate an understanding of emerging economic issues.

CONTENT

4.1 Microeconomics

4.1.1 Introduction to economics

• Definition of economics
• Micro and macro economics
• The methodology of economics and its basic concepts
• Economic descriptions and analysis
• Scarcity, choice, opportunity cost and production possibility frontiers and curves
• Economic systems: free economy, planned economy and mixed economy
• Specialisation and exchange

4.1.2 Demand, supply and determination of equilibrium

4.1.2.1 Demand analysis

• Definition
• Individual demand versus market demand
• Factors influencing demand
• Exceptional demand curves
• Types of demand
• Movement along and shifts of demand curves
• Elasticity of demand
• Types of elasticity: price, income and cross elasticity
• Measurement of elasticity; point and arc elasticity
• Factors influencing elasticity of demand
• Application of elasticity of demand in management and economic policy decision making

4.1.2.2 Supply analysis

• Definition
• Individual versus market supply
• Factors influencing supply
• Movements along and shifts of supply curves
• Definition of elasticity of supply
• Price elasticity of supply
• Factors influencing elasticity of supply
• Application of elasticity of supply in management and economic policy decision making

4.1.2.3 Determination of equilibrium

• Interaction of supply and demand, equilibrium price and quantity
• Mathematical approach to equilibrium analysis
• Stable versus unstable equilibrium
• Effects of shifts in demand and supply on market equilibrium
• Price controls
• Reasons for price fluctuations in agriculture
• 4.1.3 The theory of consumer behaviour
• Approaches to the theory of the consumercardinal versus ordinal approach
• Utility analysis, marginal utility (MU), law of diminishing marginal utility (DMU)
• Limitations of cardinal approach
• Indifference curve analysis
• Budget line
• Consumer equilibrium; effects of changes in prices and incomes on consumer equilibrium
• Derivation of a demand curve
• Applications of indifference curve analysis: substitution effect and income effect for a normal good, inferior good and a giffen good; derivation of the
• Engels curve
• Consumer surplus

4.1.4 The theory of a firm

4.1.4.1 The theory of production

• Factors of production
• Mobility of factors of production
• Production function analysis
• Short run analysis
• Total product, average and marginal products
• Stages in production and the law of variable proportions/ the law of diminishing returns
• Long run analysis
• Isoquant and isocost lines
• The concept of producer equilibrium and firm’s expansion curve
• Law of returns to scale
• Demand and supply of factors of production
• Wage determination theories
• Trade unions: functions and challenges
• Producer surplus/economic rent

4.1.4.2 The theory of costs

• Short run costs analysis and size of the firm’s total cost, fixed cost, average cost, variable costs and marginal cost
• Long run costs analysis
• Optimal size of a firm
• Economies and diseconomies of scale

4.1.5 Market structures

• Definition of a market
• Necessary and sufficient conditions for profit maximisation
• Mathematical approach to profit maximisation
• Output, prices and efficiency of: perfect competition, monopoly, monopolistic competition, oligopolistic competition

4.2 Macroeconomics

4.2.1 National income

• Definition of national income
• Circular flow of income
• Approaches to measuring national income
• Concepts of national income: gross domestic product (GDP), gross national product (GNP) and net national product (NNP), net national income (NNI) at market price and factor cost, disposable income
• Problems of measurement; uses of national income statistics and their limitations
• Analysis of consumption, saving and investment and their interaction in a simple economic model
• Determination of equilibrium national income
• Inflationary and deflationary gaps
• The multiplier and accelerator concepts
• Business cycles/cyclical fluctuations

4.2.2 Economic growth, economic development and economic planning

• The differences between economic growth and economic development
• Actual and potential growth
• The benefits and costs of economic growth
• Determinants of economic development
• Common characteristics of developing countries
• Role of agriculture and industry in economic development
• Obstacles to economic development
• The need for development planning
• Short term, medium term and long term planning tools
• Limitation of planning in developing countries

4.2.3 Money and banking

4.2.3.1 Money

• The nature and functions of money
• Demand and supply of money
• Theories of demand for money: The quantity theory, the Keynesian liquidity preference theory

4.2.3.2 The banking system

• Definition of commercial banks
• The role of commercial banks and non-banking financial institutions in the economy
• Credit creation
• Definition of central bank
• The role of the central bank; traditional and changing role in a liberalised economy, such as financial sector reform, exchange rate reform
• Monetary policy, definition, objectives, instruments and limitations
• Determination of interest rates and their effects on the level of investment, output, inflation and employment
• Harmonisation of fiscal and monetary policies
• Simple IS –LM Model
• Partial equilibrium and general equilibrium

4.2.4 Inflation and unemployment

4.2.4.1 Inflation

• Definition and types of inflation
• Causes of inflation: cost push and demand pull
• Effects of inflation
• Measures to control inflation

4.2.4.2 Unemployment

• Definition of unemployment
• Types and causes of unemployment
• Control measures of unemployment
• Relationship between unemployment and inflation: the Phillips curve

4.2.5 International trade and finance

• Definition of International trade
• Theory of absolute advantage and comparative advantage
• World trade organisation (WTO) and concerns of developing countries
• Protection in international trade
• Regional integration organisations, commodity agreements and the relevance to less developed countries (LDCs)
• Terms of trade, balance of trade, balance of payments (causes and methods of correcting deficits in balance of payments), exchange rates, types of foreign exchange regimes, factors influencing exchange rates, foreign exchange reserves
• International financial institutions: International Monetary Fund (IMF) and
• World Bank
• National debt management: causes and interventions
• Structural Adjustment Programmes (SAPs) and their impacts on the LDCs

4.2.6 Current developments

• Factors affecting economic development: Informal credit markets, development index, growth of market structures, voting behaviour, technology transfer, democracy and development, environmental concerns.

4.2.7 Emerging issues and trends

PAPER NO. 5 PRINCIPLES OF ACCOUNTING

GENERAL OBJECTIVE

This paper is intended to equip the candidate with knowledge, skills and attitudes that will enable him/her to prepare financial statements for different entities including non-complex group structures

5.0 LEARNING OUTCOMES

• A candidate who passes this paper should be able to:
• Prepare books of original entry and basic ledger accounts under double entry system
• Prepare basic financial statements of sole traders, partnerships, companies and manufacturing entities and not for profit organisations
• Comply with the regulatory framework in the accounting field
• Account for assets and liabilities
• Analyse financial statements by use of ratios and statement of cash flows
• Prepare financial statements for non-complex group structures

CONTENT

5.1 Introduction to Accounting

• The nature and purpose of accounting
• Objectives of accounting
• Users of accounting information and their respective needs
• The accounting equation
• Qualities of useful accounting information
• Regulatory framework of accounting (regulatory bodies such as ICPAK, IFAC, IASB, Accounting standards (IAS/IFRS), their importance and limitations and professional ethics)
• Accounting concepts/principles

5.2 Recording transactions

• Source documents (quotations, purchases order, statement of account, remittance advice, receipts, petty cash vouchers, sales and purchase invoices, credit notes and debit notes, bank statements)
• Books of original entry; sales journal, purchases journal, returns inward, returns outward journal, cashbook, petty cashbook and general journal
• Double entry and the ledger; general ledger, sales ledger, purchases ledger
• The trial balance
• Computerised accounting systemsRole of computers, application and accounting softwares in the accounting process, benefits and challenges of operating computerised accounting systems

5.3 Accounting for assets and liabilities

5.3.1 Assets

• Property, plant and equipment – recognition, capital and revenue expenditure, measurement (depreciation and revaluation), disposal and disclosures –property, plant and equipment schedule
• Intangible assets – recognition, measurement (amortisation, impairment and revaluation), disposals and disclosures.
• Inventory – recognition, measurement and valuation using specific cost method (FIFO and weighted average cost)
• Trade receivables – bad debts and allowance for doubtful debts and receivables control accounts
• Accrued income and prepaid expenses
• Cash at bank – cashbook and bank reconciliation statement
• Cash in hand – cash book and petty cash book

5.3.2 Liabilities

• Bank overdraft – cash book and bank reconciliation
• Trade payables – payables control accounts
• Loans – accounting treatment of repayment of principal and interest
• Prepaid income and accrued expenses

5.4 Correction of errors and suspense account

5.5 Financial statements of a sole trader

• Income statement
• Statement of financial position

5.6 Financial statements of a partnership

• Partnership agreement
• Distinction between current and fixed capital
• Income statement
• Statement of financial position

5.7 Financial statements of a company

• Types of share capital – ordinary shares and preference shares
• Issue of shares (exclude issue by instalment and forfeiture)
• Types of reserves – share premium, revaluation reserve, general reserves and retained profits
• Income tax -Accounting treatment and presentation (exclude computation)
• Financial statements – Income statement and statement of financial position
• Published financial statements –description of a complete set of published financial statements only

5.8 Financial statements of a manufacturing entity

• Features of a manufacturing entity
• Classification and apportioning costs between manufacturing and selling and administration
• Financial statements – manufacturing account, income statement and statement of financial position

5.9 Financial statements of a notforprofit organisation

• Features
• Types of funds and their accounting treatment
• Income and expenditure account
• Statement of financial position

5.10 Group accounts

• Consolidated income statement and consolidated statement of financial position (simple group structures comprising a holding company and one subsidiary company and/or one associate company)
• Consolidated statement of cash flow

5.11 Analysing financial statements

• Statement of cash flows (categories of cash, methods of preparing statement of cash flows and the importance)
• Financial ratios – definition, categories, analysis and interpretation, application and limitations

5.12 Financial statements of public sector entities

• Features of public sector entities (as compared to private sector)
• Structure of the public sector (National and county governments, state corporations and other agencies)
• Regulatory structures and oversight [IPSASB, PSASB (establishment, mandate and functions), Director of Accounting Services, National Treasury, Parliamentary Committees, Accounting Officers at national and county levels)
• Objectives of public sector financial statements
• Objectives of IPSAS
• Accounting techniques in public sector (budgeting, cash, accrual, commitment and fund)
• (Preparation of financial statements should be excluded)

5.13 Emerging issues and trends

PAPER NO.6 PUBLIC FINANCE AND TAXATION

GENERAL OBJECTIVE

This paper is intended to equip the candidate with knowledge, skills and attitudes that will enable him/her to apply public financial management regulations and taxation concepts and principles in practice

6.0 LEARNING OUTCOMES

• A candidate who passes this paper should be able to:
• Comply with the regulatory framework in public financial management (PFM)
• Compute tax for various entities
• Manage the budgetary process, public revenue and control public expenditure in national and county governments
• Apply the written tax law in addressing various tax issues
• Manage non-complex public financial management issues in public entities

CONTENT

6.1 Introduction to Public Financial Management Legal Framework

• General overview of Public Financial Management as envisaged by the
• Constitution
• Overview of the Public Financial Management Act
• Financial regulations
• Treasury Circulars; meaning and application
• Process of developing county government finance bills

6.2 The operations of the national and county governments on management and control of public finance

• Establishment of National and County Treasuries
• Responsibility of National and County Treasuries with respect to public funds
• Establishment, purpose and composition of intergovernmental budget and economic council
• The Process of sharing revenue
• The role of the Commission on Revenue on Allocation (COR)
• The role of the Council of Governors in County financial management

6.3 Establishment of public funds in the public sector

• Provision of establishing public funds
• Rationale of creation of public funds
• The Consolidated Fund
• The establishment and administration of contingency funds
• The establishment and administration of equalization funds

6.4 Supply chain management in public entities

• Definitions and terminologies
• General overview of Public Procurement and Disposal (PPD) Act
• Procurement guidelines as envisaged by PPD Act
• Committees responsible for procurement
• Procurement process by National, County and other Public entities
• Tendering process and selection of Suppliers in public sector
• Concept of E-procurement

6.5 Oversight function in public finance management

• The role of National Assembly
• The role of Senate
• The role of County Assembly
• The role of Auditor General
• The role of Internal Audit
• Role of Controller of Budget in relation to disbursement of public Funds as envisaged by the Constitution and PFM Act, 2012

6.6 Introduction to taxation

• History and purposes of taxation
• Principles of an optimal tax system
• Single versus multiple tax systems
• Classification of taxes and tax rates
• Impact incidence and tax shifting, tax shifting theories
• Taxable capacity
• Budgetary and fiscal policy tools: General definition of budgets terms ,Budget surplus and deficits
• Role of budget officers in budget preparation and execution
• Responsibilities of the national and county treasury in relation to budget preparation
• Budget process for both national, county and Public entities
• Revenue Authority – History, structure and mandate

6.7 Taxation of income of persons

• Taxable and non taxable persons
• Sources of taxable incomes
• Employment income:
• Taxable and non taxable benefits
• Allowable and non allowable deductions
• Tax credits (Withholding tax, personal and insurance relief etc)
• Pension Income
• Business income:
• Sole proprietorship
• Partnerships (excluding conversions)
• Incorporated entities (excluding specialised institutions)
• Turnover tax
• Income from use of propertyrent and royalties
• Farming income
• Investment income
• Capital gains tax

6.8 Capital deductions

• Rationale for capital deductions
• Investment deductions: ordinary manufacturers
• Industrial building deductions
• Wear and tear allowances
• Farm works deductions
• Mining allowance
• Shipping investment deduction
• Other deductions

6.9 Administration of income tax

• Overview of the income tax act
• Identification of new tax payers
• Assessments and returns
• Operations of PAYE systems: Preparation of PAYE returns, categories of employees
• Notices, objections, appeals and relief of mistake
• Appellant bodies
• Collection, recovery and refund of taxes
• Offences, fines, penalties and interest
• Application of ICT in taxation: iTax, Simba system

6.10 Administration of value added tax

• Introduction and development of VAT
• Registration and deregistration of businesses for VAT
• Taxable and non taxable supplies
• Privileged persons and institutions
• VAT rates
• VAT records
• Value for VAT, tax point
• Accounting for VAT
• VAT returns
• Remission, rebate and refund of VAT
• Rights and obligations of VAT registered person
• Offences fines, penalties and interest
• Enforcement
• Objection and appeals: Requirements and procedure
• Challenges in administration of VAT

6.11 Customs taxes and excise taxes

• Customs procedure
• Import and export duties
• Prohibitions and restriction measures
• Transit goods and bond securities
• Excisable goods and services
• Purposes of customs and excise duties
• Goods subject to customs control
• Import declaration form, pre-shipment inspection, clean report of findings
• Other revenue sources

6.12 Emerging issues and trends

PART II

SECTION 3

PAPER NO.7 COMPANY LAW

GENERAL OBJECTIVES

This paper is intended to equip the candidate with knowledge, skills and attitudes that will enable him/her to apply the provisions of company law in the formation, composition, operations and dissolution of a company

7.0 LEARNING OUTCOMES

• A candidate who passes this paper should be able to:
• Apply legal principles relating to formation of companies
• Evaluate the rights and obligations of members and shareholders
• Comply with the legal principles governing corporate insolvency and restructuring
• Comply with the legal principles relating to companies incorporated outside Kenya
• Ensure books of account are prepared in compliance with the law

CONTENT

7.1 Nature and classification of companies

• Types of companies
• Nature and characteristics of a company
• Classification of companies
• Principle of legal personality and veil of incorporation
• Distinction between companies and other forms of business associations

7.2 Formation of companies

• Promoters and pre-incorporation contracts
• Process of forming a company
• Memorandum and articles of association
• Certificate of incorporations
• Legal consequences of incorporation

7.3 Membership of a company

• Acquisition of membership
• Register of members
• Rights and liabilities of members
• Cessation of membership

7.4 Shares

• Classes of shares
• Variation of class rights
• Share warrants and certificates
• Issue and allotment
• Transfer and transmission
• Mortgaging and charging of shares

7.5 Share capital

• Meaning and types of share capital
• Raising of share capital
• Prospectus/Information memorandum
• Maintenance and Alteration of capital
• The purchase by a company of its own shares
• Financial assistance by a company for purchase of its shares
• Dividends

7.6 Debt capital

• Borrowing powers of a company
• Debentures
• Charges
• Registration of charges
• Remedies for debenture holders

7.7 Company meetings

• Nature and classification of company meetings
• Essentials of meetings
• Proceedings at meetings
• Voting
• Resolutions
• Minutes

7.8 Directors

• Qualification and disqualification
• Appointment of directors
• Powers and duties of directors
• Removal and vacation of office
• Register of directors
• Loans to directors
• Compensation for loss of office
• Disclosure of director’s interest in contracts
• The rule in Turquand’s case/Indoor Management rule
• Insider dealing

7.9 The company secretary

• Qualification, appointment and removal
• Powers and duties of the company secretary
• Liability of the company secretary
• Register of secretaries

7.10 Auditors

• Qualification, appointment and removal
• Remuneration of auditors
• Powers and duties
• Rights and liabilities

7.11 Company accounts, audit and inspection

• Books of accounts
• Form and content of accounts
• Group accounts
• Director’s report
• Auditor’s report
• Investigation of company affairs
• Appointment and powers of inspectors
• Inspector’s report
• Annual returns

7.12 Corporate Restructuring

• Need for restructuring
• Mergers, Take-overs and Acquisition
• Post Merger Reorganisation
• Schemes of Arrangement and Compromises
• Reconstruction

7.13 Corporate insolvency

• Meaning of Insolvency
• Types of winding up
• Appointment, powers and duties of liquidators
• Release of liquidators
• Rights of parties in winding up
• Distribution of assets
• Offences relating to liquidation

7.14 Companies incorporated outside Kenya

• Process of registering a company in Kenya
• Certificate of registration
• Power to hold land
• Registration of charges
• Accounts of foreign companies
• Service of process and notices on foreign companies
• Returns
• Cessation of business
• Penalties

7.15 Emerging issues and trends

PAPER NO. 8 FINANCIAL MANAGEMENT

GENERAL OBJECTIVES

This paper is intended to equip the candidate with knowledge, skills and attitudes that will enable him/her to apply financial management techniques in business

8.0 LEARNING OUTCOMES

• A candidate who passes this paper should be able to:
• Analyse the sources of finance for an organisation
• Evaluate various investment decision scenarios available to an organisation
• Appraise the performance of a business using financial tools
• Evaluate the current developments in business financing strategies
• Formulate the capital structure for a firm
• Determine the future value of a firm

CONTENT

8.1 Overview of financial management

• Nature and scope of finance
• Role of finance manager.
• Finance functions
• Goals of the firm
• Agency theory concept, conflicts and resolutions
• Measuring managerial performance, compensation and incentives

8.2 Source of funds

• Factors to consider when selecting source of funds
• Long term and short term sources of funds
• External and internal sources of funds.
• Sources of funds for small business enterprises.

8.3 Financial markets

• Nature and role of financial markets
• Classifications of financial markets :primary markets and secondary markets;
• Money market and capital market
• The stock exchange listing and cross listing
• Market efficiency: Efficient market hypothesis
• Stock market indices
• The financial institutions and intermediaries
• The role of capital market authority
• The central depository system (CDS)

8.4 Time value of money

• Concept of time value of money
• Compounding techniques
• Discounting techniques
• Loan amortisation schedule

8.5 Valuation concepts in finance

• Concept of value: Market value, book value, replacement value, intrinsic value
• Valuation of fixed income securities
• Valuation of shares
• Valuation of companies
• Valuation of unit trusts
• Valuation of mutual funds

8.6 Cost of capital

• The concept and significance of cost of capital
• Factors influencing cost of capital
• Components costs of capital
• Weighted average cost of capital (WACC)
• Marginal cost of capital(MCC)
• Capital structure and financial risk
• Factors influencing capital structure decisions

8.7 Capital investment decisions under certainty

• Nature of capital investment decisions
• Categories of capital projects
• Capital budgeting techniques under certainty : Non discounted cash flow techniques(Accounting rate of return(ARR) ,payback period,);discounted cash flow techniques(net present value (NPV), internal rate of return (IRR), discounted payback period, and profitability index (PI) ; NPV profile; comparison of the NPV and IRR methods when evaluating independent and mutually exclusive projects; problems associated with each of the evaluation methods
• Expected relations among an investment’s NPV, company value, and share price
• Determination of cash flows for investment decision
• Incremental approach for cash flows estimation
• Capital rationing : evaluation of capital projects and determination of the optimal capital project in situations of capital rationing for a single period rationing

8.8 Measuring business performance

• Users of financial statements and their informational needs.
• Nature of financial ratio analysis
• Types of financial ratios
• Limitations of ratios analysis
• Common size statements
• Financial planning and forecasting

8.9 Working capital management

• Introduction to working capital management
• Importance of working capital management
• Factors affecting working capital needs
• The working capital cycle.
• Working capital policies
• Management of cash, inventory, debtors and creditors.

8.10 Dividend policy

• Forms of dividends
• Dividend policies and factors influencing dividend policies
• Dividend theories

8.11 Islamic finance

• Justification for Islamic Finance; history of Islamic finance; capitalism; halal; haram; riba;gharar; usury
• Principles underlying Islamic finance : principle of not paying or charging interest, principle of not investing in forbidden items e.g. alcohol, pork, gambling or pornography; ethical investing; moral purchases
• The concept of interest (riba) and how returns are made by Islamic financial securities
• Sources of finance in Islamic financing: muhabaha, sukuk, musharaka, mudaraba
• Types of Islamic financial products: -sharia-compliant products: Islamic investment funds; takaful the Islamic version of insurance Islamic mortgage ,murabahah, ; Leasingijara; safekeeping-Wadiah; sukuk-islamic bonds and securitisation; sovereign sukuk; Islamic investment funds;Joint venture -
• Musharaka, Islamic banking, Islamic contracts, Islamic treasury products and hedging products, Islamic equity funds; Islamic derivatives
• International standardisation/regulations of Islamic Finance: Case for standardisation using religious and prudential guidance ,National regulators,
• Islamic Financial Services Board

8.12 Emerging issues and trends

PAPER NO. 9 PRINCIPLES AND PRACTICE OF MANAGEMENT

GENERAL OBJECTIVE

This paper is intended to equip the candidate with the knowledge, skills and attitude that will enable him/her to apply the principles of management in practice

9.0 LEARNING OUTCOMES

• A candidate who passes this paper should be able to:
• Demonstrate understanding of management principles and techniques
• Apply knowledge of management theories in organisations
• Demonstrate entrepreneurship skills as part of the management process
• Apply management competencies in response to emerging trends in management

CONTENT

9.1 Introduction to management

• Importance of management
• Principles of management
• Management as a science, an art or a profession
• Levels of management and managerial skills
• Qualities of a manager
• Management, administration and leadership

9.2 Theories of management

• Pre-industrial revolution management theories
• Classical theories and neo-classical theories
• Contemporary theories

9.3 Functions of management

 9.3.1 Planning function

• Meaning and importance of planning
• Types of plans
• Planning process
• Management by objectives
• Decision making

9.3.2 Organising function

• Meaning and importance of organising
• Principles of organising
• Process of organising
• Organisational structures

9.3.3 Staffing function

• Meaning and importance of staffing
• Recruitment and selection
• Training and development

9.3.4 Directing function

• Meaning and importance of directing
• Leadership
• Authority responsibility and power
• Motivation
• Communication
• Group dynamics and conflict management

9.3.5 Controlling function

• Meaning and importance of control
• Steps in control process
• Types of control systems
• Tools of control
• Essentials of an effective control system

9.4 Enterprise management

• Meaning and concepts in entrepreneurship
• Entrepreneurial development
• Creativity and innovation
• Methods of generating business ideas
• Introduction to business plan
• Business incubation
• Protection of intellectual properties

9.5 Project management

• Project management concepts
• Characteristics of a project
• Importance of projects
• Features of projects and baseline surveys
• Project life cycle
• Project planning and scheduling
• Project resources and costing
• Project completion and evaluation

9.6 Marketing management

• Marketing management orientation/philosophies
• Development of marketing information
• Importance of marketing
• Marketing mix
• Marketing strategies
• Marketing research and intelligence
• International marketing and e-commerce

9.7 Operations/production management

• Design of operations objectives
• Layout design
• Product design
• Importance of production management
• Types of production
• Value chain management
• Inventory management and control
• Production/operations scheduling and sequencing
• Performance management – benchmarking, balanced score card and key performance indicators.
• Quality management and operations improvement quality circles, total quality management, business process re-engineering and ISO certification
• Business process outsourcing
• Business continuity planning

9.8 Decision making

• Importance and limitations of rational decision making
• Developing of alternatives
• Evaluation of alternatives
• Selecting an alternative
• Decision making under: Certainty, uncertainty, and risk.
• Committees and group decision making&