Professional Pitfalls to avoid as a #companysecretary /Governance Professional.
Career choices are made in various ways, some people know what they want to be ‘when they grow up’ as young children. These are very likely Gods favorites 😇 who do not have to battle with the indecision on their purpose and calling- the answer to ‘why was I created?’ question. While the others (also Gods children 😊 ) get to their purpose after a series of assignments- which could be through an internship, a job or a career where one finds their true north.
As all paths (should) lead to the desired end, it is sometimes useful to know what one is signing up for, and today’s musings are geared towards knowing what could land you on the wrong side of the Company Secretary/ Governance Professional title.
Recently, public fora were held for the draft Governance Secretaries Bill 2023 ‘hereinafter GSB’, which if passed (and hopefully with the comments from the Public Participation considered) describe in part what one should desist from as Professional misconduct under the Certified Public Secretaries Act Cap 534 ‘hereinafter CPS’ of the Laws of Kenya.
While the CPS in Section 15 and GSB in Section 21 have a non-exhaustive list of the activities considered as part and parcel of the role of a CS, it is good to see the comprehensive and forward looking role of the CS, as prescribed under the GBS whose approach is to enlarge the role of a CS as the custodian and administrator of governance practices in organisations. This would truly speak to the calling or assignment of an aspiring CS.
As humans are not averse of fault, the following are the listed common professional misconduct offences (Section 24 in the CPS and Section 34 in the GSB) to guard against;
1. Masquerading- as with other professions where practitioners train and acquire licenses, those who try to hold themselves as a CS or those who allow non licensed CSs to practice under their names or the names of their firms and making payments to them remain to be unprofessional- this continues to build trust and reliability of the CS stamp. Side note to those who like to live dangerously, the proposed GSB is pushing the fines for masquerading from the current Kshs 5,000 to Kshs 1mn for individuals and Kshs 2mn for Firms.
2. Improper business acquisition- So you bag a proposal through someone who masqueraded- actions of the masquerader could boomerang back to you, is it worth it?
3. Unauthorised or improper disclosure- this should be a no-brainer, but confidentiality and data protection skills/tools continue to be necessary.
4. Improper certification- this is one of the riskiest but also most tempting areas of misconduct. Accepting to stamp documents; the GSB it specifically lists statutory returns and related documents, but why take the risk in any other document for quick cash. The price is too high.
5. Failure to disclose material facts or misstatements- it is always a blurred line what the threshold of #materiality is because the small omissions always lead and bleed into bigger and pricier omissions. Luckily the CS practice being around for a while has somewhat drawn the boundaries. Keeping up to date with trends and governance news can also help to avoid this.
6. Failure to account for Client funds/co-mingling own funds with client funds- this was interesting to see in the GSB, but in any case, financial dishonesty is definitely misconduct.
7. Filing false returns to the Council of the Institute/ #ics – again, a no-brainer on falsifying documents, but having it entrenched in law makes it punishable.
8. Gross negligence- not living up to the quality and standards of the profession or issuing opinions without sufficient facts/information (this is under the current CPS). Take your time on the task, get it right and that way you can stand behind it.
The price to losing yours or your firm’s reputation can never be salvaged after being found guilty of professional misconduct, which is punishable in many ways including: a reprimand, re-training, mentorship/coaching, payment of a fine or compensation (under GSB), a suspension, revocation of a licence, de-registration and public reprimand in the gazette.
So, be it a calling or an assignment, keep your professional name and that of your firm clean by avoiding the above pitfalls. You earned the professional licence, so keep it clean and together with Akira Consult, do the right things the right way.
Email: enquiries@akiraconsult.ke.