This topic is one which concentrates on the legal framework of corporate entities, from business law and company law contractual obligations to the ‘nuts and bolts of corporate administration’.
This is overlayed by the regulatory framework, from markets and Board and management decision making processes and structures to accountability to shareholders.
It is therefore a combination of Corporate Law, Corporate Governance and practical experience.
The exam is based on understanding the past and present situation with a view to future developments.
12 weeks of 3 hours a week plus two Saturday sessions.
The lectures are designed to cover the entire syllabus. There is a considerable amount of background reading over and above the ICSA manual. The format will include PowerPoint presentation slides, discussion and debate. It may also include attendance at AGMs to see corporate governance in action.
The ability to discuss and argue the pros and cons of statements clearly and cogently is key to success. See "Writing with power and clarity".
A two day revision course is offered on Nov 13 and 14. In central London for £235 including VAT. (Link to the revision page for CS)
Corporate Secretaryship (Professional Programme - November 2002 onwards)
A core responsibility of the Chartered Secretary is as Secretary to the
Board. The aim of the module is to specify and assess the essential knowledge
and skills involved in taking overall responsibility for the corporate secretarial
function in small, medium and large-scale organisations. The practice of
corporate secretaryship in this module extends to both the strategic and
functional contexts, in advising the Board, in leading teams in secretarial
best practice, in ensuring compliance with law and regulation, and in establishing
efficient internal communication of Board decisions and external reporting.
At the conclusion of this module, the candidate will be able to:
- Understand the scope, role and functions of corporate secretaryship and apply them within the employing or client organisation;
- Understand the law and best practice in meetings, apply them in the secretaryship function, and ensure corporate compliance;
- Ensure effective communication and dissemination of information to and from the Board, both internally and externally, for the optimum benefit of the organisation and its needs;
- Be aware of the ongoing responsibilities of the Secretary as an independent professional practitioner within the organisation, and be responsible for continuing personnel development within the secretariat;
- Be aware of, and be responsible for, continuing self-development in corporate secretaryship as a professional practitioner.
Evidence of assessed pre-requisite knowledge and understanding in the following disciplines must be demonstrated through the Institute's examinations, or those of equivalent qualifications which have been approved as meeting the Institute's required curriculum and standards:
- Corporate Law
- Strategic and Operations Management
The Secretary, the Board, and the Members
The role of the secretary: functions and duties before, during and after a meeting. Powers. Relationship with chairman and directors.
The secretary as adviser to the chairman and the board.
The form and preparation of agenda; records, minute styles and best practice; reports; written resolutions; dissemination of information and decisions. Electronic and other forms of communication with shareholders and other stakeholders. The annual report: shareholder relations. The retention of records.
Corporate compliance: company formation, memorandum and articles of association, the filing of company returns. Offences under the Companies Acts. Best practice in company governance. The Listing Rules; the Combined Code. Applications in statutory corporations, trusts and companies limited by guarantee.
Law and Practice of Meetings
Decision-making forums: forms, types and purposes of committees. Committees in companies, statutory corporations, trusts and companies limited by guarantee. Annual general meetings, extraordinary general meetings, class meetings, Board of Directors, Board committees and standing committees. Constitutional sources. Authority and accountability. Delegation of authority and responsibility. Executive discretion. Composition of, and role within committees. Co-option.
Meetings: conduct and management. Procedures: standing orders, rules of order and debate, motions, amendments and voting. Requirements of notice, quorum, agenda, papers and reports. Powers and duties of the chairman.
Regulation of the securities industry. Types of share and loan capital. Statutory registers and returns. The range of markets and their listing requirements.
The Company Registrar: principles and procedures in share and membership
registration. The register of members; software applications. Procedures
under technology based systems. Types of transfer forms and transfer registration
procedures. Transmission of shares and registration of documents affecting
title. Membership in companies limited by guarantee. Issue of share certificates;
lost certificates. Indemnity, payment of dividends and interest. Scrip dividends.
Stamp Duty and Stamp Duty Reserve Tax. Employee share schemes. New issues
and take-overs. Purchase of own shares for treasury or cancellation. Redemption
|COURSE:||ICSA Professional Programme, Stage 2|
|Subject:||Company Secretarial Practice|
|Mode/Time:||Tuesdays 6 - 9 pm
Saturdays 13 September and 16 October 2004
COURSE PRICE AND LOCATION TBA SHORTLY
|Subject Tutor:||Roger Woolley|
|REVISION course:||Nov 20 and 21. In central London for £235 including VAT.|
|Session||Subject||Chapter no.||Past questions||Specific Course|
|1||Intro Forming a Company||4,6||CSP|
|2||Directors, Auditors and Secretary||1,2||PLOD, CSP|
|3||Share Capital, Authorised, Issued||3,13|
|4||Loans and Debentures||1|
|7||Share Transactions cont.||3|
|8||Employee Share Schemes||15|
|11||Financial Services & Markets Act||7|
|12||Mergers and Acquisition||7|
- ICSA manual and quality publications
- Membership of ICSA Company Secretary’s Group
- Company Secretary's Review - Lexis/Nexis
Percentages are calculated by reference to the number of students who say the exam and not those who applied to take the exam.
Who should attend?
- new company secretaries
- anyone about to take on the role of the company secretary
- their deputies and assistants
- established company secretaries in need of an update on company law