Background

Kenya Association of Manufacturers is the representative organisation for manufacturing value-add industries in Kenya. Established in 1959 as a private sector body, KAM has evolved into a dynamic, vibrant, credible and respected business association that unites industrialists and offers a common voice for businesses. KAM provides an essential link for co-o...

Scope of Services

Maintain the statutory registers and core corporate records of the Company, including registers of members, directors, company secretaries, beneficial owners, interests and charges, where applicable.

Prepare, coordinate and lodge annual returns, beneficial ownership information, registrable resolutions and changes in company particulars with the Registrar of Companies.

Maintain a statutory compliance calendar and advise HAPROK on applicable corporate filing and notification deadlines.

Advise the Board, Board Chairperson and Secretariat on the Companies Act, Cap. 486, the Articles of Association, Directors’ duties, members’ rights, quorum, voting, resolutions and corporate authority.

Review, when requested, Board and Committee notices, agendas, papers, resolutions and minutes for statutory authority, procedural compliance and consistency with the Articles of Association.

Prepare or review written resolutions, circular resolutions, Members’ resolutions and other formal corporate instruments.

Advise on the execution, authentication and custody of corporate documents and use of the company seal, where applicable.

Provide statutory and procedural support for the Annual General Meeting and other Members’ meetings, including review of notices, agendas, proxy documentation, resolutions, quorum and voting requirements, minutes and post-meeting filings.

Advise on the appointment, resignation, retirement or replacement of Directors and officers and undertake the required statutory filings.

Advise on actual, potential or perceived conflicts of interest and the appropriate recording and management of such matters.

Maintain custody or controlled records of the certificate of incorporation, Articles of Association, statutory filings, registers and other core corporate documents entrusted to the Company Secretary.

Liaise with the Registrar of Companies and relevant authorities on company secretarial matters.

Provide concise written governance opinions on material corporate or procedural matters within the agreed scope.

Provide Director and Committee-member induction on statutory duties, the Articles of Association and HAPROK’s governance arrangements when specifically requested.

Attend Board, Committee or Members’ meetings only where specifically requested or where attendance is reasonably necessary for a statutory or material governance matter.

Ensure orderly handover of all statutory registers, records, filing credentials and pending matters upon expiry or termination of the engagement.

Minimum Qualifications and Experience

Registration as a Certified Secretary in Kenya and a current practising certificate.

Current membership in good standing with the Institute of Certified Secretaries.

Valid KRA Tax Compliance Certificate and, for firms, valid registration documents and business permit.

Current professional indemnity insurance.

A Lead Company Secretary with at least seven (7) years of relevant post-qualification experience.

Demonstrated experience supporting Boards, Board Committees, statutory filings and Annual General Meetings.

Experience with a company limited by guarantee, membership organisation, professional association or public-interest entity is desirable.

A signed declaration of independence, confidentiality and any actual or potential conflict of interest.

• Maintain the statutory registers and core corporate records of the Company, including registers of members, directors, company secretaries, beneficial owners, interests and charges, where applicable.
• Prepare, coordinate and lodge annual returns, beneficial ownership information, registrable resolutions and changes in company particulars with the Registrar of Companies.
• Maintain a statutory compliance calendar and advise HAPROK on applicable corporate filing and notification deadlines.
• Advise the Board, Board Chairperson and Secretariat on the Companies Act, Cap. 486, the Articles of Association, Directors’ duties, members’ rights, quorum, voting, resolutions and corporate authority.
• Review, when requested, Board and Committee notices, agendas, papers, resolutions and minutes for statutory authority, procedural compliance and consistency with the Articles of Association.
• Prepare or review written resolutions, circular resolutions, Members’ resolutions and other formal corporate instruments.
• Advise on the execution, authentication and custody of corporate documents and use of the company seal, where applicable.
• Provide statutory and procedural support for the Annual General Meeting and other Members’ meetings, including review of notices, agendas, proxy documentation, resolutions, quorum and voting requirements, minutes and post-meeting filings.
• Advise on the appointment, resignation, retirement or replacement of Directors and officers and undertake the required statutory filings.
• Advise on actual, potential or perceived conflicts of interest and the appropriate recording and management of such matters.
• Maintain custody or controlled records of the certificate of incorporation, Articles of Association, statutory filings, registers and other core corporate documents entrusted to the Company Secretary.
• Liaise with the Registrar of Companies and relevant authorities on company secretarial matters.
• Provide concise written governance opinions on material corporate or procedural matters within the agreed scope.
• Provide Director and Committee-member induction on statutory duties, the Articles of Association and HAPROK’s governance arrangements when specifically requested.
• Attend Board, Committee or Members’ meetings only where specifically requested or where attendance is reasonably necessary for a statutory or material governance matter.
• Ensure orderly handover of all statutory registers, records, filing credentials and pending matters upon expiry or termination of the engagement.

• Registration as a Certified Secretary in Kenya and a current practising certificate.
• Current membership in good standing with the Institute of Certified Secretaries.
• Valid KRA Tax Compliance Certificate and, for firms, valid registration documents and business permit.
• Current professional indemnity insurance.
• A Lead Company Secretary with at least seven (7) years of relevant post-qualification experience.
• Demonstrated experience supporting Boards, Board Committees, statutory filings and Annual General Meetings.
• Experience with a company limited by guarantee, membership organisation, professional association or public-interest entity is desirable.
• A signed declaration of independence, confidentiality and any actual or potential conflict of interest.