ICSAN Syllabus

There are four essential disciplines in the ICSA qualification. They are:

  • Corporate Governance and General Management.
  • Law and Company Secretarial Practice;
  • Financial Accounting and Management
  • Information Technology and Management Information System;

Graduates and members of the Institute are found in every sector of the economy and administration as Company Secretaries, General Managers, Finance Managers, Chief Accountants, Heads of Finance, Directors of Administration, Chairmen and Chief Executives etc of Public and Private Companies, and in the Civil Service, Parastatals and the Armed Forces.

Membership of the Institute in Nigeria now stands at 3,000 although there are perhaps as many as that number not on the register, with a student population of almost 8,000.

The Institute’s Objectives are:

  • To develop and promote the professional ideals, standards, ethics and code of conduct and the interests of the Chartered Secretaries and Administrators
  • Encourage potential   Chartered   Secretaries   and   Administrators   to    acquire   professional qualification, and organise continuing education programme and refresher courses for the profession.
  • Create opportunities for social interaction, communication, and solidarity among the members
  • Maintain an appointment register and foster excellent professional practice.
  • Establish a student’s section for the encouragement and development of student activities

Who is a Chartered Secretary and Administrator?

A Chartered Secretary and Administrator is a multi-skilled, and versatile professional, hence he/she can fit into  any  part of an organisation where finance, administration,  secretaryship,  data management and related jobs, are handled.

It should be noted that the law recognises the importance of the role of the Company Secretary and made it mandatory for every public Company to have a Company Secretary with requisite knowledge.  Only the Chartered Secretary’s qualification, specifically addresses the requirements of this role.

The functions of the Chartered Secretary would vary from company to company, establishment to establishment and from practice to practice.  S/He has no universal role specification.  Among his/her most important attributes are versatility, broad business knowledge and administrative ability in a great variety of organisations

How to become a Chartered Secretary

1. Successfully Complete Our Qualifying Examinations

Once you have successfully completed the exams and paid your graduate fee you will be given the grade Graduate and designated the title Grad ICSAN which you can use after your name.

2. To become a full Member of ICSA and a Chartered Secretary you also need to demonstrate a certain level of professional experience.  Many students study while they work and are able to gain their professional experience at the same time as studying.

 

Student Registration

To register as a student and sit for the professional examinations of the Institute, interested persons must possess a Higher National Diploma (HND), Degree Certificate or a recognised professional qualification. Exemptions are granted according to entry qualification(s).

The Institute’s Qualifying Examination Scheme

ICSA International Professional Examinations

The course consists of 16 courses (subjects) separated into 4 programmes:

  • Foundation
  • Pre- Professional
  • Professional Programme Part 1 and;
  • Professional Programme Part 2.

All the courses are integrated and progressive, so that knowledge gained at an earlier stage is a necessary foundation for later parts.

Standard

By way of Benchmark, the rigour of ICSAN examination scheme is structured as follows:

Foundation                                     –             equivalent to second year of a three year degree programme

Pre – Professional                         –             equivalent to   first degree

Professional Part 1 & 2                –             equivalent to a Masters Degree.

The Federal Ministry of Education has held that holders of the ICSAN Professional  examinations with first degree or HND as entry qualification would be rated/placed on two (2) advanced grade levels above the one being run by the first degree holders in the labour market.

The rigour of the examination scheme at the Professional Programme level is that of a postgraduate award.

 

The 16 subjects of professional examination schemes are as follows:

Foundation
Business Environment
Business Communications
Accounting for Business
Business Management

Pre – Professional
Business Law in Practice
Marketing
Business Finance
Business Strategy and Planning

Professional Programme Part I
Strategic and Operations Management
Corporate Law
Financial Accounting
Management Accounting

Professional Programme Part II
Corporate Administration
Corporate Secretaryship
Corporate Financial Management
Corporate Governance

Entry Requirement

SSCE, GCE O’levels, OND, Relevant degrees of any University or H.N.D of any Polytechnic recognised by the  Council.  MSc, MBA, ACA,  ACCA,  ACMA  or  any other  professional  qualification recognised  by  the Council.

Exemption

Graduates with relevant degrees i.e. B.Sc. Accounting, LL.B., and B.Sc Finance are exempted from all the courses in Foundation, Pre – professional and Professional Part 1 programmes.

Non-relevant degrees are exempted from Foundation and Pre – professional.

Examination Dates and Registering

Examinations for the Programme are held in the same week, twice a year:

  • First Stream: – Usually the second (2nd) week of Jun
  • Second Stream: – Usually the second (2nd) week of December

To enter for the examinations, candidates must register and send in exam entry forms by the Closing dates:

The closing date for the receipt of exam entries for the First Stream is: 30th April.

The closing date for the receipt of exam entries for Second Stream is: 30th October.

 

Study Hours

Unless you are studying full time, the Institute recommends that you take no more than two subjects at a sitting.

It is not possible for the Institute to offer guidance regarding the number of hours of study required to successfully complete a course because the Institute’s students:

  • come from a wide variety of backgrounds;
  • have different levels of knowledge and experience in key areas of the syllabus;
  • use a variety of study techniques; and
  • are affected by a wide variety of personal circumstances and family commitments.

Assessment format

These are three-hour, closed-book exams.

The exam paper is split into two sections: Section A is compulsory, and candidates choose 3 questions to complete from a choice of 5 in Section B. The marks allocated for all questions that the candidate is required to complete totals 100. The pass mark is 50%.

The marks awarded for each question are shown at the end of each question. If a question is divided into parts; the marks awarded for each part are usually shown. In this way, you should be able to discern how much time to allocate to each part of a question.

SECTION QUESTIONS MARK ALLOCATION QUESTION TYPE RECOMMENDED TIME FRAME
 

A

 

One Compulsory question divided into 10 parts

 

40 marks – 4 marks per question part

 

Short-answer, testing breadth of knowledge across the syllabus

 

70 minutes

 

B

 

Candidates choose 3 questions from a choice of 5

 

20 marks per question

 

Long-answer, can split

into separate

connected parts

110 minutes – approx.

35 minutes per question

 

Total

 

4 Questions

 

100 marks

 

N/A

 

3 hours

 

Recommended Study texts

The Institute issues fully integrated and comprehensive study texts in printed form for the Professional

Programme. The study texts are written to the syllabus specification and contain self assessment tests.

The Professional examinations are made up of two interrelated and progressional programmes. These are:

1. Financial Accounting Syllabus

A competency  in Financial Accounting in a number of contexts is essential to a  Chartered Secretary. Expertise in the subject area is required to contribute to the analysis and interpretation of corporate financial  performance  and  results.  The  Financial  Accounting  course  aims  to  develop  the  skills  and knowledge required for Chartered Secretaries to carry out their professional responsibilities.

Aim

In professional practice, the Chartered Secretary has to be competent in Financial Accounting to a high standard, and in a number of different contexts. Expertise is demanded in the boardroom setting to contribute to the analysis and interpretation of corporate financial performance and results. Corporate reporting in compliance with legal and stakeholder requirements, including financial statements, is a core responsibility of the Chartered Secretary. In public practice, and in many organisations, the Chartered Secretary is also sometimes called upon to fulfill the role of Corporate Accountant. The  aim of  the  course is   to   develop the   knowledge   and skills   necessary for   the Chartered Secretary to carry out these professional responsibilities.

 

Learning outcomes

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

  • Understand the language, concepts and use of financial accounts and reports;
  • Identify and utilise the sources of accounting data and information;
  • Understand and apply international standards of accounting practice;
  • Prepare financial statements for different forms of organisation in compliance with legal and regulatory requirements;
  • Apply financial information and statements in corporate reporting;
  • Undertake the corporate accounting role for employers and clients;
  • Contribute to boardroom analysis of corporate financial performance.

Pre-requisite learning

This course is a component of the ICSAN Professional Programme Part I.  It is designed to enable aspiring
Chartered Secretaries to:

a) Demonstrate required standards of competence  for professional practice in a  key  discipline, and

b) Acquire essential knowledge and skills to support the relevant components of the Professional Programme.

The course specification is based on the assumption of some relevant prior knowledge, and candidates will find it helpful to have familiarised themselves particularly with:

An introduction to the principles of book-keeping and accountancy

Learning Content

INTRODUCTION: THE USE OF FINANCIAL ACCOUNTING

ACCOUNTING REPORTS AND PROFIT RECOGNITION
What is financial accounting?
Accounting for profit organizations.
Accounting for Not-for-profit organizations.

MEASUREMENT, THEORY & REGULATION

METHODS OF FINANCIAL MEASUREMENT
Theoretical roots of current purchasing power accounting and current cost accounting,
Defining Company profit.
Historical cost accounting, current purchasing power accounting and current cost accounting compared – strengths and limitations.
Inflation, profit and capital employed

ACCOUNTING THEORY AND REGULATION
Market imperfections and the need for regulation. Theoretical framework in accounting.
Framework for the preparation and presentation of financial statements. Sources of regulation. Accounting standards – a boon or curse?
Form and content of the Annual Report. Related party disclosures

STRUCTURE AND CONTENT OF FINANCIAL STATEMENTS
Presentation of financial statements.
Income statement analysis,
Non-recurrent profits and losses
Segment reporting.
New and discontinued operations.
Disclosure requirements in financial reporting.
Limitations of published accounts.

ASSET VALUATION & PROFIT MEASUREMENT
N
ON-CURRENT ASSETS AND OTHER INTANGIBLES
Conceptual Framework and revaluation of assets.
Property, plant and equipment.
Government grants;
Investment properties;
Goodwill and intangible assets;
Impairment of assets.

INVENTORIES, CONSTRUCTION CONTRACTS AND SELECTED LIABILITIES
Inventories;
Construction contracts;
Taxation;
Events after the Balance Sheet date;
Retirement benefits.

FAIR VALUE, SUBSTANCE AND FORM
Fair value and financial instruments.
Reporting the substance of transactions
Capital instruments.
Leasing.
Sale and repurchase agreements.
Quasi-subsidiaries.
Factoring of trade receivables.
Provisions and contingencies.

COMBINING & REORGANISING BUSINESS ENTITIES
G
ROUP ACCOUNTS
Combinations based on assets or shares.
The group.
Consolidation:
Other consolidation adjustments.
Interpreting consolidated balance sheets.
Consolidated income statement.
Investment in associates. I
Interest in joint ventures.
Limitations of group accounts.

FOREIGN CURRENCY TRANSLATION
Foreign currency transactions.
Foreign operations.
The current rate method.
Combining home and overseas activities.
The location of the reporting entity.

CAPITAL REDUCTION, REORGANIZATION AND RECONSTRUCTION
Distributable profits.
Bonus issues.
Reduction of capital.
Redeemable shares and the purchase by a company of its own shares.
Failure, losses and capital erosion.
Liquidation.
Capital reconstruction.

INTERPRETING ACCOUNTS
INTERPRETATION OF ACCOUNTS I
Principles of ratio analysis.
Classification of accounting ratios.
Ratios measuring solvency and financial strength.
Asset turnover ratios.
Profit ratios.
Investment ratios.
Capital structure ratios.
Limitations of accounting ratios.

INTERPRETATION OF ACCOUNTS II
The cash flow statement.
Observations on the content of the cash flow statement.
Unbalanced financial development  – over capitalization & over trading.
Cash flow-based accounting ratios

ETHICAL CONSIDERATION IN FINANCIAL REPORTING
Ethical consideration in preparing financial reports.
Ethical consideration in interpreting accounts.

 

2. Strategic and Operations Management

Aim
The aim of the course is to develop knowledge and understanding of key principles and practices in management, to equip the aspiring Chartered Secretary for both the strategic and corporate contexts of the professional role.

Learning Outcomes

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

  • Understand and apply strategy theory, models and language to contribute to boardroom decision making;
  • Understand and apply organisation theory and best practice in contributing to corporate management;
  • Understand and apply leadership theory and best practice in the functional role and leadership of teams.

Pre-Requisite Learning

This course is a component of the ICSAN Professional Programme Part I. It is designed to enable aspiring

Chartered Secretaries to:
a) Demonstrate required standards  of competence for professional practice in a  key  discipline, and
b)   Acquire essential knowledge and skills to underpin the relevant components of the Professional Programme.

Evidence of assessed knowledge and understanding 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.

The course specification is based on the assumption of some relevant prior learning in management.

Learning Content

Strategic Management

THE NATURE OF STRATEGY AND PLANNING
Definition of strategy
Strategy as planning
The Nature of strategic management
Emergent strategy
Strategic management in different contexts
–   Small firms
–   The Multinational Corporate Organisation
–   The Public Secto
–   The Professional Organisations

THE CORPORATE ENVIRONMENT
Vision, Mission and Purpose
Corporate Social Responsibility
Identifying and Conforming to Relevant Business Ethics
Stakeholders Analysis Expectations and Power
Measures for Assessing Organisational Performance and Effectiveness
Strategies for Managing Human Capital and Performance

STRATEGIC ANALYSIS AND CHOICE
Strategic Analysis of the Organisations External and Internal Environment
Determining Organizational – SWOT (Strengths, weaknesses, opportunities & threats)
Evaluating Alternative Selecting Options
Selecting Options and Evaluating the best Option

CORPORATE MANAGEMENT
UNDERSTANDING THE ORGANISATION CULTURE AND STRUCTURE
Defining Organisational Culture
Defining Organisational Structure
Determinants of Organisational Culture and Structure
Factors Influencing Organisation Structure & Culture
Culture & Organisational Management
Organisational Culture and National Culture

MANAGING CHANGE
The Nature of Change
Major Forces influencing Change
Strategies for Managing Organisational Change
Resistance to Change
Contemporary Change Issues

MANAGING COMMUNICATION
What is Communication? Functions of Communication
Formal and informal Communication
The Communication Process
Directions of Organisational Communication
Barriers to Effective Communication
Contemporary Issues in Communication

OPERATIONS MANAGEMENT
MANAGING OPERATIONS
An Overview of Operations Management
Operations Planning:
–   Product and process design
–   Capacity Planning Strategies
–   Aggregate Planning Models
Measuring Operations Performance

MANAGING QUALITY
What is Quality?
Objectives of quality control programmes
Strategies for controlling quality’:
–   Inspection
–   Statistical Quality Control
–   Process Control

MANAGING INFORMATION, KNOWLEDGE AND LEARNING
Managers and the use of Information
Types of Information System
Information System Strategy
Strategies for Information Management
Knowledge Management and Learning

TEAM LEADERSHIP
THE NATURE OF LEADERSHIP
Definition of Leadership
Theories of Leadership
Leadership and Followership
Leadership and Power

GETTING THE MOST FROM PEOPLE
An overview of Individual Behaviour
What is motivation?
Theories of motivation
Practical Application of motivational Theories
Job Satisfaction and its determinants

BUILDING AND DEVELOPING TEAMS
Reasons why people join groups or team
Groups and their usefulness to the organization
Types of teams at work
Stages of group development
Foundation of group behaviour
Group-group behavior
Strategies for creating effective teams
Effective team work to organisation

MANAGING PERFORMANCE
Performance Management
Methods of Managing Employees’ performance
Issues with Performance Evaluation
Organizational Performance and Effectiveness

 

3. Management Accounting Syllabus

Aim

The Chartered Secretary practices within the setting of both strategic (boardroom) and operations management. A command of the concepts and practices of management accounting is crucial to fulfilling these responsibilities.

The aim of the course is to develop the knowledge and skills necessary for the Chartered Secretary to employ the principles and practices of management accounting in strategic and operational activities.

Learning Outcomes

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

  • Understand the language, concepts and applications of management accounting;
  • Undertake  the  preparation  and  presentation  of  management  accounting  information  for corporate decision making purposes;
  • Interpret management accounting information for strategic and operational purposes;
  • Handle budget planning and management responsibilities;
  • Undertake the management accounting role for employers and clients.

Pre-Requisite Learning
This course is a component of the ICSA Professional Programme Part I. It is designed to enable  aspiring Chartered Secretaries  to (a)  demonstrate required standards  of  competence  for  professional practice in a  key  discipline, and (b)  acquire essential knowledge  and  skills  to underpin the relevant components  of the Professional Programme.

Evidence of assessed knowledge and understanding 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.

The course specification is based on the assumption of some relevant prior certificated knowledge, and candidates will find it helpful to have familiarised themselves particularly with:

An introduction to the principles of book-keeping and accountancy.

Learning Content

The Basics Of Management Accounting

THE NATURE OF MANAGEMENT ACCOUNTING
The purpose of management accounting
Management accounting and financial accounting compared
The management accountant

THE CONTEXT OF MANAGEMENT ACCOUNTING
Manufacturing and extractive industry
Service industries
Multinational management accounting
Taxation – taxes on business profits and turnover

INFORMATION FOR DECISION-MAKING, PLANNING AND CONTROL
Management accounting information for decision-making
Identifying the relevant costs for decision-making
The relevant costs for different types of decision
Management accounting and the planning process
Control and appraisal

THE NATURE OF COST
The definition of costs
The impact of different time horizons on cost definitions
Short-term cost behaviour
Medium-term cost behaviour
Long-term cost behaviour
Cost classification
Opportunity cost revisited
Postscript on cost definitions

SHORT TERM PLANNING & DECISION MAKING
INTRODUCTION TO COST-VOLUME-PROFIT (CVP) ANALYSIS
The contribution concept
Breakeven point for single products
Breakeven charts
Breakeven point for multiple-product businesses
Breakeven calculations in service industries
The preconditions, assumptions and limitations of CVP analysis
Using CVP analysis for profit planning
Contribution in retail organizations

COST-VOLUME-PROFIT (CVP) ANALYSIS APPLICATIONS AND SENSITIVITY ANALYSIS
Using CVP analysis to assist managers to make pricing decisions
Using CVP analysis to assist managers to make short-term output decisions
Decisions to accept or reject a special order
Make or buy and outsourcing decisions
Sensitivity analysis

OTHER SHORT-TERM PLANNING AND DECISION-MAKING TECHNIQUES
Optimizing the use of scarce resources
Differential costing
Using standard costs for short-term planning and decision-making
Just-in-time (JIT) inventory systems

MEDIUM –TERM PLANNING & DECISION MAKING
MARGINAL COSTING AND ABSORPTION COSTING
Costing systems—general considerations
Marginal costing
Absorption costing
Comparison between marginal and absorption costing

ACTIVITY-BASED COSTING
Problems with traditional costing systems
Activity-based costing
The charging and attribution of common costs

BUDGETING
Aims of budgeting
Budgeting principles
The mechanics of preparing budgets

TYPES OF BUDGET
Fixed budgets
Flexible budgets
Activity-based budgeting
Rolling/continuous budgets
Zero based budgeting

CASH BUDGETS
Principles of cash budgeting
The mechanics of cash budgeting
The format of a cash budget
Depreciation, notional costs, opportunity costs and cash flow budgets
Tax and cash budgeting
Non-trading cash inflows and outflows

MEDIUM – TERM MANAGEMENT CONTROL
BUDGETARY CONTROL
The features of a budgetary control system
Budget styles
The behavioural implications of accounting control systems

THE FUNDAMENTALS OF STANDARD COSTING
Overview of standard costing
Setting standard costs
The calculation of material and labour cost variances
The calculation of sales variances

STANDARD COSTING IN PRACTICE
Overhead variances
Reporting variances in a flexible budgeting environment
The interpretation of revenue and variable cost variances
The limitations of standard costing
Summary of variances

ADDITIONAL PERFORMANCE MONITORING TECHNIQUES
Non-financial performance indicators
Non-financial indicators in manufacturing
Capacity ratios
Non-financial service indicators
Quality measures
Cost ratios
Customer profitability analysis
Balance score card

LONG- TERM PLANNING AND MANAGEMENT APPRAISAL
MANAGEMENT ACCOUNTING TECHNIQUES FOR LONG-TERM PLANNING
Life cycle costing
Cost reduction and value analysis
Learning and experience curves
Target costing

INVESTMENT APPRAISAL
The need for investment appraisal measures
Project life cycle costs and terotechnology
Payback calculations
Accounting rate of return
Discounted cash flow
Net present value
Internal rate of return
The impact of corporate taxation on investment appraisal
Project monitoring and post-project audit
Sensitivity Analysis

DIVISIONAL PERFORMANCE APPRAISAL AND TRANSFER PRICING
Performance measurement – behavioural considerations
Financial performance measures
Non-financial performance measures
Inter-firm, inter-divisional and inter-departmental comparison Transfer pricing

 

4. Corporate Law Syllabus

Aim
The Chartered Secretary is, within the organisation, the first point of authority and reference on the

requirements of corporate law. A pivotal role is also played in corporate compliance, and the body of law is the basis and framework for corporate secretarial practice.

The aim of the course is therefore to provide a thorough grounding in, and knowledge and understanding of the sources and principal provisions of corporate law in the structure, management and performance of the business entity.

Learning Outcomes

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

  • Understand and advise on the provisions and application of corporate law appropriate to the constitution, formation and performance of the business entity.
  • Perform the role of principal compliance officer.
  • Understand and advise on the impact of law on the role of Directors, the Secretary, and the audit function.

Pre-Requisite Learning
This course is a component of the ICSAN Professional Programme Part I. It is designed to enable aspiring

Chartered Secretaries to:
a) demonstrate required standards  of competence for professional practice in a key  discipline, and
b) acquire  essential  knowledge  and  skills  to  underpin  the  relevant  components  of  the  Professional Programme.

Evidence of assessed knowledge and understanding 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.

The course specification is based on the assumption of some relevant prior certificated knowledge, and candidates will find it helpful to have familiarised themselves particularly with:

  • An introduction to the principles of law.     
  • Business law

Learning Content

NATURE OF A COMPANY
Definition of a Company
The essential characteristics of a company
Separate legal personality and the veil of incorporation
Civil and criminal liability of a company
Sources of Nigerian company law

TYPES OF COMPANY
Public and private
Limited by share and guarantee
Holding and subsidiary companies and undertakings
Comparison with sole traders and partnerships
Voluntary and charitable bodies

COMPANY FORMATION
Capacity to incorporate a company
Registration procedures
Commencement of business and regulatory environment – CIS, CSCS
Promotion of a company
The company promoter
Duties owed by a promoter and remedies for breach
Enforcement and liability of pre-incorporation contracts

CONSTITUTION OF A COMPANY
Memorandum of association – purpose, content and alteration
Articles of Association – purpose, outline and content
Effect of memorandum and articles of association
Alteration and limits to alteration of articles

CORPORATE TRANSACTION AND DECISION MAKING
Corporate capacity and the doctrine of ultra vires and constructive notice
Powers of directors and other employees to bind the company
Agency concept and the rule in “Turquand’s Case”
Transactions prior to incorporation
The corporate seal
Types of meetings and resolutions
–   General meetings
–   Directors’ meetings
–   Class meetings

THE CAPITAL OF A COMPANY
SHARE CAPITAL
Types Of Shares
Class Rights And Variation Of Rights
Issuing And Payment For Shares
Alteration Of Share Capital
The Capital Maintenance Rule, Purpose And Exception To The Rule
Redemption And Purchase Of Own Shares
Loss Of Capital
Distribution Of Profits
The Concept Of Membership
–   Transfer and transmission of shares
–   Disclosure and register of members
Public Offer Of Shares
–   Types of public offer
–   The regulation of public offers and remedies of misleading prospectuses
–   Role of the Nigerian Stock Exchange, Securities & Exchange Commission and (Investment & Securities Tribunal)

LOAN CAPITAL
Debenture

–   Trustees and Trust deed
–   Power to borrow
–   Secured and unsecured borrowing
–   Types of debenture
–   Remedies of a debenture holder
Fixed And Floating Charge
–  
Characteristics of fixed and floating charges
–   Priority of charges
–   Invalidating charges
–   Registration of charges

DIRECTORS AND OTHER OFFICERS OF THE COMPAN
Directors

–   Types of directors
–   Appointment of directors and tenure
–   Remuneration and disqualification of director
–   Duties of directors- Common law, fiduciary and statutory duties
–   Absolving directors from breach of duty
–   Insider dealing, market abuse and disclosure of interest
The Company Secretary
–   Appointment, qualification and authority of the company secretary
The Auditor (External)
Appointment and removal of an auditor
Rights and duties of an auditor and audit exemptions
Appointment and functions of the audit committee

SHAREHOLDER REMEDIES
The Position Of A Minority Shareholder Within A Company
–   The Division Of Power Between The Board Of Directors And The Shareholder
–   The Rule In Foss V Harbottle And The Common Law Exceptions – Derivative Actions.
Statutory Shareholder Remedies
–   Use Of Just And Equitable Winding Up And Locus Standi
–  
Statutory Remedy Of Prejudicial Conduct, Locus Standi, The Meaning Of Unfairly Prejudicial Conduct, Limits And Remedies Available
–   CAC Investigations

COMPANIES IN DIFFICULTY
Reconstructions, Schemes Of Arrangement And Takeovers
Compulsory Acquisition Of Shares On A Takeover
Insolvency And Winding Up, The Role Of The Liquidator
–   Swelling The Assets Available By Setting Aside Transactions And Seeking
–   Contributions Towards The Assets Of The Company
–   Order Of Application Of Assets Of Insolvent Companies
–   Consequences Of Winding Up, Striking Off And Restoration Of Companies To The Register
Winding Up Proceedings Under Nigerian Law
Alternatives To Winding- Up – Receivership And Receiver Managers

Study guide will include a table to describe the various types of companies

 

5. Corporate Governance

Aim
Corporate Governance has emerged on the global agenda in pursuit of proper and efficient practice in the administration of the business entity. The objective is probity in business activity, compliance with law and regulation, and the securing of reputation and confidence towards the attraction of inward investment. The Chartered Secretary is the key corporate player and the global Profession has emerged as a benchmark for the development of best practice.

The aim of the course is to instill the knowledge and key skills necessary for the Chartered Secretary to act as chief adviser to the Board on best practice in corporate governance, and as the catalyst for systematic application in the major global forms of organisation

Learning Outcomes

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

  • Research and apply the growing global information sources on corporate governance;
  • Promote  awareness  of,  and be  responsible  for  continuing self  and personnel  development on corporate governance themes;
  • Promulgate  corporate  governance  principles  and  best  practice  in  the  employing  or  client organisation;
  • Apply professional knowledge and skills to the resolution of practical issues and problems in the proper governance of the employing or client organisation;
  • Understand and apply the concepts of probity and ethical standards in governance;
  • Understand and advise on the impact of corporate governance principles on the role of Directors, the Secretary, and the audit function.

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:

* Corporate Law                                     * Strategic and Operations Management

* Financial Accounting                          * Management Accounting

 

Learning Content

BACKGROUND AND DEFINITIONS OF CORPORATE GOVERNANCE

HISTORY OF CORPORATE GOVERNANCE
A history of corporate governance in Nigeria
An international history of corporate governance

DEFINITIONS, ISSUES AND CONCEPTS IN CORPORATE GOVERNANCE
Defining corporate governance
Theoretical Framework for corporate governance
Key objectives in corporate governance
Key issues in corporate governance
Concepts in corporate governance
Relevance of corporate governance to other organisations
Company Secretary and corporate governance
Enforcement of corporate governance codes

THE BOARD OF DIRECTORS

DIRECTORS: TYPES, POWERS AND DUTIES
Who is a director?
Types of directors
Powers of directors
Duties of directors

RELATIONSHIP WITH SHAREHOLDERS

SHAREHOLDERS AND SHAREHOLDERS RELATIONS
Relationship between the board and shareholders
Shareholders powers and rights
Regulatory requirements for shareholder involvement
The company’s relations with its shareholders Electronic communication
Role of institutional shareholders in corporate governance
Role of institutional shareholders Association in corporate governance
Corporate governance principles and shareholders’ rights

FINANCIAL REPORTING AND AUDIT
Financial reporting and corporate governance
Financial reporting: directors’ duties and responsibilities
Misleading financial statements
Role of the external auditors
External auditor’s independence
Controls over the audit process
Audit committee

REPORTING AND DISCLOSURE
Nature of narrative reporting by companies
Business review
Disclosures about corporate governance
Social and environmental reporting
Sustainability reporting

BOARD OF DIRECTORS
Role and responsibilities of the board
The Role of the Board in strategy management (vision, strategy)
Officers of the board and their roles
Role of non-executive directors
Size and balance of the board
The board and decision-making
Board committees
Appointments and re-election of directors
Induction, training and professional development
Performance evaluation
Directors’ remuneration
Succession planning
Two-tier boards

RISK AND SOCIAL RESPONSIBILITY

RISK MANAGEMENT AND CORPORATE GOVERNANCE
Nature of risk
Internal control system
Role of internal audit
Role of the board in risk management
Risk management in selected jurisdictions
Ethics and Corporate Social Responsibility
Ethics and corporate governance
Corporate code of ethics
Corporate Social Responsibility
Institutional investors, CSR and SRI
Whistleblowing

 

6. Corporate Administration

Aim
The Chartered Secretary is regularly employed in a position of strategic responsibility for administrative operations within and across the organisation. The aim of the course is to instill knowledge and key skills in handling the responsibilities of corporate administration in both the strategic and functional contexts, to develop competence  in advising the Board and  leading teams in administrative best practice, and in ensuring compliance with external regulation and internal procedures.

Learning Outcomes

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

  • Understand the scope of strategic and functional administration and apply it within the employing or client organisation;
  • Access information sources and deliver knowledge and information internally to the optimum benefit of the organisation and its needs;
  • Evaluate the requirements of the legal and regulatory environment in corporate administration, advise the Board accordingly, and ensure compliance;
  • Take responsibility for the administration of corporate knowledge and information, the human resource, pension schemes, insurance and risk, and physical corporate assets;
  • Understand the impact of corporate taxation on administration and ensure taxation compliance within systems.

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:

Strategic and Operations Management

Corporate Law

Learning Content

BACKGROUND OF CORPORATE ADMINISTRATION
Introduction to Corporate Administration
Role and function of a Corporate Administrator
Relevance of  corporate Administration
Corporate Administration as a support service in corporate organizations
Concept of best practice, sources and application of the principles of best practice to corporate organizations.

KNOWLEDGE AND INFORMATION
Information as a corporate  resource
Concept of Information and sources of Information
Management and storage of Information
Impact of technological changes on information technology
Security and access to information
Confidentiality of Information

INTELLECTUAL PROPERTY
Asset: Definition of terms
Intellectual property rights
Types of Intellectual property rights: Patents, Trademarks, Design rights and Copyright
Patents, procedure for registration, benefits and remedies for breach.
Trademarks, procedure for registration, benefits and remedies for breach
Design rights, unregistered designs and benefits and remedies for breach
Copyrights, procedure for registration, benefits and remedies for breach
Exploiting intellectual property rights

THE INTERNET AND E-COMMERCE
Introduction
Legislative Background: (EC Directive) Regulation 2002, Data Protection Act 1998.
Domain names and its dispute resolution mechanisms
Internet service providers (ISP) and its relevance
Website private policy: issues for consideration when developing a website and Liability for website contents and abuses
Data protection Act: Introduction and legislative background
How data protection works in various jurisdictions and its principles
Compliance with Data Protection Act 1998
Consequences of non compliance with Data protection laws.
International conventions on Data Protection Act
Cyber crimes- Hacking, spamming, spoofing, fraud and identity theft, Cyber terrorism etc

HUMAN RESOURCES MANAGEMENT
Job planning and recruitment
Job and succession planning
Person’s description
Sources of recruitment – Internal and External
Recruitment procedure
Challenges in recruitment
References
Work/Life Balance

EMPLOYER/EMPLOYEE RELATIONSHIP
Introduction
Contract of service and Contract for service
Formation and parties to a contract
Essential ingredient of a valid contract of employment
Express and implied terms in an employment contract Types of employment contract
Duties of Employer and Employee
Essential Ingredients of a valid Contract of Employment
Types of Contract

DUTIES AND RIGHTS OF EMPLOYER AND EMPLOYEE

  • Duties of an Employer:
    Duty of pay agreed wages
    Duty to provide work
    Duty to take care of employee’s safety
    To indemnify employee
    Duty to Insure
  • Duties of an Employee:
    Duty to obey lawful order
    Duty of Disclosure
    Duty of Fidelity and Fidelity Insurance
    Rights of an Employer
    Right of an Employee
    Remedies available in the event of breach of rights

DISCIPLINE, TERMINATION AND DISMISSAL FROM EMPLOYMENT
Introduction
Discipline
Termination
Categories of Termination: Statute or by Agreement of parties
Notice and payment in lieu of notice
Dismissal and effect of dismissal
Remedies for wrongful termination and dismissal

EMPLOYEE TRAINING AND DEVELOPMENT
Definitions
Rationale for training and Development of Employee
Evolving a training plan
Advantages of training and continuous development of Employee
Performance Appraisal
Mentoring

PROTECTING HEALTH AND SAFETY AT WORK PLACE
Background to safety regulations.
Benefits of safety regulations

PENSION SCHEME AND ITS ADMINISTRATION
Historical background of Pension schemes
Types of Pension schemes
Objectives of Pension Scheme
Management of Pension scheme
Features of the Nigerian Pension Reform Act 2004

RISK AND INSURANCE
Risk and Insurance
Principles of Insurance
The essentials of a valid Insurance contract
Classes and Types of Insurance
Benefits of Insurance.

CORPORATE TAXATION
Taxation: – Principles and Benefits
Types of taxes in Nigeria
Tax legislations in Nigeria
Breach of tax legislations & regulations

PHYSICAL ASSETS AND FACILITIES MANAGEMENT
Physical Assets
Methods of acquisition of assets
Facilities management
Key issues in Facilities Management
The role of a facilities Manager
Outsourcing – Advantages and Disadvantages

 

7. Corporate Financial Management

Aim
The aim of this course is to address the need for the Chartered Secretary to understand the issues involved in corporate financial policy, planning, decision making and control.

Learning Outcomes

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

  • Understand the financial sources and requirements of the employing or client organisation;
  • Demonstrate competence in the skills of Corporate Financial planning;
  • Understand the role and efficiency of the capital markets;
  • Understand the nature and importance of capital structure and the cost of capital;
  • Understand and apply the principles of working capital management;
  • Understand   the   impact   of   global   and   multi-national   operations   on   corporate   financial management.

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:

* Financial Accounting * Management Accounting
* Corporate Law * Strategic and Operations Management


Learning Content

FINANCIAL MANAGEMENT, PLANNING AND CONTROL IN ORGANISATION

INTRODUCTION TO CORPORATE FINANCE
Scope of financial management – Investment Decision, Financing Decision and Dividend Decision
The objective of the firm
Forms of business organization
The environment of business organizations
Firms and their stakeholders
Finance function in an organization
Public sector organization – their nature, objectives and roles in the economy
Non-profit organization- their nature, objectives and roles in het society

FINANCIAL PLANNING AND CONTROL IN ORGANISATION
Corporate financial planning
Controls in organization
Budgeting and budgetary control
Business and economic forecasting

SOURCES OF FINANCE
OVERVIEW OF THE FINANCIAL SYSTEM

  • SOURCES OF SHORT TERM FINANCE
    Bank Overdraft
    Short term loans
    Trade credit
    Commercial paper
    Government securities
  • SOURCES OF MEDIUM TERM FINANCE
    Equipment Leasing
    Factoring
    Hire purchase
    Retained Earnings
  • SOURCES OF LONG TERM FINANCE
    Term Loans
    Stocks and Debentures Ordinary Share Capital Preference Share
    Capital Development Finance
    Institution Government Grants
    Development Loan Stocks
    Bonds

SMALL BUSINESS FINANCE
Government Sources
Bank sources
Micro – finance program

DIVIDEND DECISION
Dividend theories
M & M Hypothesis
Bird in Hand Argument
Low-payout clientele
High-payout clientele
Dividend policies
Factors influencing dividend policies
Financial need of the company, stability of dividend
Corporate dividend behaviours
Optimal dividend policy

COST OF CAPITAL AND CAPITAL STRUCTURE
COST OF CAPITAL
Introduction
Required returns and cost of capital
Cost of equity
Cost of preference shares
Cost of debt capital
Weighted average cost of capital
Risk in the debt versus equity decision
Cost of capital for unquoted companies
Cost of capital for non-profit firms
Project firm cost of capital

CAPITAL STRUCTURE
Gearing and cost of capital
Modigliani and Miller views-pre and post tax
Capital structure planning
Capital asset pricing model (CAPM)

OPERATING AND FINANCIAL LEVERAGE
Introduction
Operating leverage
Financial leverage
Total leverage effects on shareholders

PORTFOLIO THEORY
Introduction
Expected return and risk
Portfolio assets selection
CAPM and market equilibrium
Arbitrage pricing model
Application of portfolio theory
Limitation of portfolio theory

WORKING CAPITAL MANAGEMENT
OVERVIEW OF WORKING CAPITAL MANAGEMENT
Concept of working capital
Need for working capital
Determinant of working capital
Cash and  liquidity management
Management of Inventories
Management of Receivables
Management of Payable

 

CAPITAL BUDGETING
VALUATION

  • TIME VALUE OF MONEY
    Interest rate
    Simple interest rate
    Compound Interest rate
    Concept of risk
    Attitude towards risk
    Concept of uncertainty
    Risk and return in a portfolio
    Compounding and discounting
    Net present value
    Present value of annuity


INVESTMENT DECISION
Introduction – Capital Budgeting Process
Planning capital investment decision with risks and uncertainty
Capital expenditure decision tools
Payback period
Accounting
Net present value
Internal  rate of return
Profitability index

  • Taxation and capital investment decision
  • Inflation and capital investment decision
  • Capital rationing
  • Lease versus buy decision

BUSINESS RESTRUCTURING
Introduction
Strategies for growth and stability
Valuation of acquisition target Mergers
Acquisition takeovers
Success/failure factors in mergers and acquisitions
Divestment, Business failure and capital reconstruction
Warning to corporate collapse
Predicting company failure
Company liquidation
Capital reconstruction schemes
Negotiations
Legal issues and processes

MULTINATIONAL COMPANIES
INTERNATIONAL TRADE
Introduction
Forms of international investment
Planning and control in multinational companies
International investment decision
Financing in a multinational company

INTERNATIONAL FINANCE
Introduction
Financing international trade
Determination of  exchange rate
Exchange risk exposure- identification and management
Methods of reducing risk

  • Forward exchange contracts
  • Swap transactions
  • Futures
  • Currency options
  • Hedging
  1.  Corporate Secretaryship

Aim
A core responsibility of the Chartered Secretary is as Secretary to the Board. The aim of the course 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  course  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.

Learning Outcomes

At the conclusion of this course, 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.

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:

*          Corporate Law

*           Strategic and Operations Management

Learning Content

THE SECRETARY, DIRECTORS AND MEMBERS

THE ROLE OF THE COMPANY SECRETARY
Requirement to appoint a company secretary
The nature of the roles, functions and duties of a company secretary
Appointment & Qualification
Removal from office
The Secretary and the Board
Rights and Liabilities

THE DIRECTORS
What is a director?
Appointing directors
Qualification
Remuneration
Contracts of Employment
Types of Directors
Retirement
Procedure on Directors
Ceasing to Hold Office
Interest in Contracts
Loans to Directors
Interest in Shares
Vacation of office and removal
Directors’ duties
Power and liabilities
Substantial property transactions
Disqualification


THE MEMBERS    I
What is a member?
Types of shareholder
Members’ rights, duties and liabilities

THE MEMBERS   II
Administrative procedures of maintaining the register of members,
Shareholders activism

COMPLIANCE
COMPANY FORMATION
The Corporate Affairs Commission
The company as a legal entity
Classification of companies, partnerships and other organizations
General Requirements
The registration process
Re-registration of companies
Overseas companies

COMPANY CONSTITUTION
The memorandum of Association
Alteration of the Memorandum
Articles of Association
Alteration of the Articles

STATUTORY REGISTERS AND RETURNS
Register of Charges
Register of Directors
Register of Director’s Interest in Shares and Debentures
Register of Interest in Shares
Register of Members
Register of Debenture Holder
Director’s Service Contracts
Annual Return
Companies Forms
Maintaining register of members

SEAL AND AUTHENTICATION OF DOCUMENTS
The Seal
Official Seal for Use Abroad
Authentication of Documents

REGULATION AND SUPERVISION OF COMPANIES
Introduction
Role of SEC
The role of the stock exchange
The listing requirements and Particulars
Continuing obligations to regulatory & supervisory institutions
Insider dealing and market abuse.

ANNUAL REPORTS AND ACCOUNTS, AND AUDITORS
Introduction
Duty to keep accounting records and prepare Accounts
Preparation, laying and delivery of accounts
Abridged financial statements
The directors’ report and business review
Audit committee
Auditors and Auditors’ Report

CORPORATE GOVERNANCE
Introduction
Key issues in corporate governance
Key concepts in corporate governance
The development of corporate governance regulation and best practice
Codes of Corporate Governance
Shareholders and corporate governance
The company secretary’s role in corporate governance
Corporate Governance Report
Corporate Governance Audit

INSOLVENCY, WINDING UP AND DISSOLUTION
Methods of Winding Up
Voluntary liquidation
Compulsory liquidation
Administration orders
Voluntary arrangements
Receivers
Striking off
Restoration
Directors of insolvent companies
Issues for the company secretary


SHARES

SHARES AND SHARE CAPITAL
Authorised Capital
Classes of Shares
Nominee Shareholding
Calls on Shares
Financial Assistance for Purchase of Own Shares
Issue and Allotment of shares
Rights issues
Alteration of capital
Redemption of shares
Purchase of own shares (Share-buyback)
Programme for Share Issues
Payment for shares
Consolidation of shares
Subdivision of shares
Conversion
Cancellation of unissued shares
Reduction of capital
Share premiums
Issue price
Underwriting
Issuing houses
Stockbrokers and other agents

SHARE REGISTRATION
Transfer of shares
Share certificates
Registration of documents
Stamp duty
CSCS and dematerialization of shares
Rectification of Transfer
Closure of register

DIVIDENDS
Introduction and definitions
Restrictions on Distribution
Mandates
Dividend Warrants
Waiver of dividends
Declaring and paying dividends
Scrip dividends
Dividend reinvestment plans
Unclaimed dividends

MEETINGS AND RESOLUTIONS

MEETINGS OF THE MEMBERS
Introduction
Notice
Statutory meeting
Annual general meeting
Emergency general meetings
Requisitioned meetings
Class meetings
Agenda and order of proceedings
Quorum
Voting
Resolutions
The role of the chairman at general meetings
The role of the secretary before, during and after general meetings
Minutes
Validation of Acts of Directors
Proxies and Proxy Forms
Poll
Adjournment

BOARD MEETINGS AND COMMITTEES
Introduction
Chairman
Notice
Agenda
Quorum
Resolution and voting
Resolutions in writing
Minutes
The role of the secretary before, during and after board meeting
Committees

EMPLOYEE SHARE SCHEMES
Introduction
Common terms used in employee share schemes
Share Incentive plans
Savings-related schemes (share save schemes)
Profit-sharing schemes
Company share option plans
Introducing and administering an employee share Scheme
Additional issues for listed companies

DEBENTURE AND LOAN STOCKS
Types of Debenture
Secured Debenture
Issue of Debentures
Unsecured Loan Stock
Convertible Loan Stock and Debentures
Redemption of Debentures


TAKEOVER AND MERGERS
Introduction
Public Offers
Agreements with Individual Members
Purchases in the Market
Offer Documentation
Compulsory Acquisition
Takeover and Mergers
Regulation & supervision

Post Author: vicoma