Background

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

The exam is based on understanding the past and present situation with a view to future developments.

The Teaching

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)

Students' Comments (pop up window)

Corporate Secretaryship (Professional Programme - November 2002 onwards)

Syllabus

AIM

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.

More information on the syllabus is available here.

LEARNING OUTCOMES

At the conclusion of this module, the candidate will be able to:

PRE-REQUISITE LEARNING

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:

LEARNING CONTENT

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

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.


Share Registration

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 of shares.

Schedule of lectures

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.

Teaching plan

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    
5 Public Issues 7,8   PLOD
6 Share Transactions 3,5    
7 Share Transactions cont. 3    
8 Employee Share Schemes 15    
9 Meetings 1 10,11   MMME
10 Meeetings 2 12   MMME
11 Financial Services & Markets Act 7    
12 Mergers and Acquisition 7    
13 Corporate Governance 9    
14 Dividends 14    
15 Revision All    

Reading material

Results

Date Percentage pass Distinctions Merits Prizes
June 2004 25%      
Dec 2003 86%   3  
June 2003 66%      
Dec 2002        
June 2002        
Dec 2001        
June 2001 75%      
Dec 2000 90%      
June 2000 77%      
Dec 1999 63%      
June 1999 87%      

Percentages are calculated by reference to the number of students who say the exam and not those who applied to take the exam.

Students' Comments (pop up window)

Who should attend?

For more information, email icsa@rogerwoolley.co.uk

Contact details:

Roger Woolley FCIS
Woolley & Associates
Coppelia Road, Blackheath, London SE3 9DB

Fax: 020 8852 8255
Phone: 020 8852 8260

e-mail info@rogerwoolley.co.uk

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