Company Compliance And Administration

for CGI, ICSAN, ICSI, MBA, LLM, BBA, HND Students. A Guide to Company Secretaries, Administrators, Compliance Officers

What you'll learn

This module aims at developing your knowledge and skills to prepare you for practice as a company secretary

It helps you to ensure that your company operates in accordance with good governance principles and the regulations of the jurisdiction in which it operates.

After successful completion of this module, you will become a high performing executive in your role as chartered secretary and governance professional

Be able to exercise appropriate judgment to advise the board on the expectations of statutes, and compliance with regulatory requirements.

Apply professional knowledge and principles of the company’s regulatory requirements, interpret and practise, in your sector to ensure compliance.

Be able to understand, apply and advise on statutes, regulation, and good practice in respect of share capital.

Requirements

Candidates must have at least a first degree or must have completed the Foundation Level of the Chartered Governance Institute or its equivalent.

Applicants who have HND in Law or Accounting are eligible to study the course.

Holders of HND or degree in Business Studies or Business Management also enter at the Professional Part One to study this course.

Description

Company Compliance and AdministrationObjectiveThe aim of this module is for students to develop their knowledge and skills to prepare for practice as a company secretary, ensuring that the company operates in accordance with good governance principles and the regulations of the jurisdiction in which it operates.OutcomeAfter successful completion of this module, you should:Understand the role of the company secretary and the differing responsibilities of the company secretary, the board, management, shareholders, and other stakeholders.Understand the nature and principles of the company’s regulatory requirements, and be able to interpret and practise in the sector to ensure compliance.Be able to exercise appropriate judgment to advise the board on the expectations of and compliance with regulatory requirements.Be able to understand, apply and advise on statutes, regulation, and good practice in respect of share capital.What you will cover:1. Role, functions, and duties of the company secretary2. Appointment and vacation of the office of company secretary3. Relationship with the chair and directors4. Independence and reporting lines for executive duties5. Company secretary as adviser to the chair and director6. Types of directors; executive, non-executive, shadow, de facto, alternate Recruitment, appointment, re-appointment and rotation of directors7. Director roles, duties, responsibilities, and mandates; executive and non-executive roles, collective responsibility, duties, as per Companies Act 20008. Retirement, removal, and disqualification; vacation of office, retirement by rotation, removal of directors9. Succession planning10. Effective board practices; board evaluation, board structure, board and company governance, board monitoring, board processes and interactions, director education and guidance.11. Defining a member, agreement to become a member, entry in the register of members, minimum numbers of members and shares, restrictions on membership.12. Defining a legal person; restrictions in the articles, minors as members of a company.13. Shareholders; shareholder specific provisions14. Company formation: matters to consider when incorporating a company, types of companies, how to form a company, registration of companies, additional requirements for the registration of a public company.15. Additional requirements for the registration of a Community Interest Company (CIC), additional requirements for the registration of a Right to Manage Company, same-day registrations.16. Re-registration – changing the status of a company.17. Filing of company returns; online filing, WebFiling, software filing.18. Mergers, divisions, arrangements, and reconstructions,takeovers and acquisitions19. Culture and corporate behaviours; setting the tone from the top, diversity, and discrimination.20. Whistleblowing.21. Annual or integrated report; role and duties of the company secretary in the annual report cycle, statutory, regulatory, and listing requirements.22. Narrative reporting: strategic report, directors’ report, directors’ remuneration report, Companies Act requirements − Listing Rule and governance code requirements − best practice.23. Role and responsibilities of the company secretary in the external audit process; access to documents, report to members.24. Appointment and independence of external auditors; non-audit services, non-audit fees.25. Rotation of auditors, termination of auditor’s appointment, resignation of auditors, rights of auditors who are removed or not reappointed.26. Role of external auditors: duties of auditor, auditor’s right to information and access, auditor’s report to members, report to PIE audit committees.27. Securities exchange listing regime.28. Maintenance of records.29. Company secretarial application.30. Minutes and minute books.31. Regulation and disclosure.32. Meetings of shareholders and members.33. Shares, share capital, share register and debt capital.Preparing for the Chartered Governance Institute (UK and Ireland) examinations in Company Compliance and Administration ?Are you an Administrator, a Lawyer, a Finance Professional, a Degree Holder or HND Holder? Here you are! A great opportunity to get Chartered.  Exemptions available to related degree holders – Law, Finance, MBA. Study at your own pace.Learn exam techniques and pass at the first sitting. You can write up to two modules at a sitting.  Start with this module Company Compliance and Administration, together with Corporate GovernanceExams: • Online Exams and can be accessed from any location. • Exams are written in June and November each year. Benefits • Chartered Certificate • Full Lifetime Access • Access on mobile and TV • Online video content • Certificate of completion • Instructor Q&A • Instructor direct message • 24/7 Telephone Support • World-Class Networks Or Are you studying for MBA, LLM, ICSI, ICSAN, BBA, HND ?We've got you covered. University Lecturers are encouraged to use the Module as part of recommended texts. As a Lecturer there are huge benefits in joining our partner scheme.Contact us if interested in becoming a partner.Professional Development and TrainingTraining managers use the course for professional development of their staff. The industry related case problems and analysis has been very useful in building the competences of working professionals. The case analysis included in the course helps our clients to fill the vacuum between performance and the required knowledge base.Buy course now.

Overview

Section 1: UNIT 1 THE ROLE OF THE COMPANY SECRETARY, THE DIRECTORS, BOARD PRACTICES

Lecture 1 Introduction

Lecture 2 Unit 1 Session 1 The Role of the Company Secretary

Lecture 3 Unit 1 Session 2 Dissemination of Information

Lecture 4 Unit 1 Session 3 Delivery of Documents and Information

Lecture 5 Unit 1 Session 4 Types of Directors

Lecture 6 Unit 1 Session 5 Induction Reappointment of Directors

Lecture 7 Unit 1 Session 6 Role of Directors

Lecture 8 Unit 1 Session 7 Effective Board Practices

Lecture 9 Unit 1 Roundup

Lecture 10 Answering Case Study Questions

Lecture 11 Using the Time-Mark Ratio

Section 2: UNIT 2 REGULATORY REQUIREMENTS FOR COMPANIES

Lecture 12 Unit 2 Introduction

Lecture 13 Unit 2 Session 1 Company Formation

Lecture 14 Unit 2 Session 2 Registration of a Public Company

Lecture 15 Unit 2 Session 3 UK Corporate Governance Code, Stewardship Code

Lecture 16 Unit 2 Session 4 Mergers

Lecture 17 Unit 2 Session 5 Takeovers and Acquisitions

Lecture 18 Unit 2 Session 6 Culture and Corporate Behaviour

Lecture 19 Unit 2 Session 7 Annual or Integrated Report

Lecture 20 Unit 2 Session 8 External Audit

Lecture 21 Unit 2 Session 9 Independence of External Auditors

Lecture 22 Unit 2 Session 10 Appointment of Auditors

Lecture 23 Unit 2 Roundup

Section 3: UNIT 3 MEETINGS

Lecture 24 Unit 3 Introduction

Lecture 25 Unit 3 Session 1 Meetings of Shareholders and Members

Lecture 26 Unit 3 Session 2 Role of the Company Secretary

Lecture 27 Unit 3 Session 3 Company Secretary Role After the Meeting

Lecture 28 Unit 3 Session 4 Role of Chair

Lecture 29 Unit 3 Session 5 Proxies

Lecture 30 Unit 3 Session 6 Polls Voting

Lecture 31 Unit 3 Session 7 Meetings of the Board and its Committees

Lecture 32 Unit 3 Roundup

Section 4: UNIT 4 SHARE CAPITAL, SHARE REGISTER AND DEBT CAPITAL

Lecture 33 Unit 4 Introduction

Lecture 34 Unit 4 Session 1 Regulation of the Securities Industry

Lecture 35 Unit 4 Session 2 Types Of Shares and Debt Capital

Lecture 36 Unit 4 Session 3 Share Capital

Lecture 37 Unit 4 Session 4 Pre-emption Rights

Lecture 38 Unit 4 Session 5 Allotment Procedure

Lecture 39 Unit 4 Session 6 Financial Assistance

Lecture 40 Unit 4 Session 7 Company Share Registrar Function

Lecture 41 Unit 4 Roundup

Section 5: UNIT 5 SHARE TRANSFER, TRANSMISSION OF SHARES CERTIFICATES, DISTRIBUTION

Lecture 42 Unit 5 Introduction

Lecture 43 Unit 5 Session 1 Share Transfers

Lecture 44 Unit 5 Session 2 Transmission of shares

Lecture 45 Unit 5 Session 3 Share Certificates

Lecture 46 Unit 5 Session 4 Distributions

Lecture 47 Unit 5 Session 5 Warrants

Lecture 48 Unit 5 Session 6 Capital Events: Share Offer

Lecture 49 Unit 5 Session 7 Consolidation/Subdivision

Lecture 50 Unit 5 Roundup

Students preparing for Professional examinations that is the Chartered Governance Institute (UK and Ireland) Qualifying Scheme.,The course is also good for students preparing for the examinations of other professional bodies (ie ICSAN, ICSI etc)..,Students studying for Master of Business Administration (MBA) Compliance and Risk Management,Students studying for Master of Laws (LLM) in Corporate Governance find the course useful and beneficial.,University students studying company compliance and administration, corporate administration, or secretarial practice also find the course very useful and beneficial.,HND students studying company secretarial practice also find the course very useful.,University Lecturers are encouraged to use the course as part of the recommended readings.,The Chairman of the Board, Executive and Non-Executive Directors, the Chief Executive Officer, Board Secretary, Corporate Secretary use the material as a guide for best practice.,Compliance Officers and practitioners also benefit from using the course.