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Examination Syllabus
contents
INDEX TO SYLLABI
CERTIFICATE IN CORPORATE ADMINISTRATION
Part 1
Business Writing and Communication
Fundamentals of Accounting
Basic Business Law
Business Organisation and Administration
6
7
9
10
Part 2
Compliance and Statutory Forms
Corporate Regulatory Framework
Meetings and Minutes Writing
11
12
13
15
17
18
19
Part 2
Business Finance
Business Strategies
Corporate Compliance and Practice
Law and Practice of Meetings
20
21
23
24
26
28
30
32
Professional Part 2
Corporate Governance
Corporate Secretaryship
Corporate Financial Management
Corporate Administration
35
38
40
42
SYLLABI
The detailed syllabi for all modules are outlined on the following
pages.
Examination Syllabus
contents
INDEX TO SYLLABI
CERTIFICATE IN CORPORATE ADMINISTRATION
Part 1
Business Writing and Communication
Fundamentals of Accounting
Basic Business Law
Business Organisation and Administration
6
7
9
10
Part 2
Compliance and Statutory Forms
Corporate Regulatory Framework
Meetings and Minutes Writing
11
12
13
SYLLABUS
DESCRIPTION
With globalisation and increasing multi-diversity in the workforce, the
ability to communicate well is one of the key factors for success in
any business organisation. In fact, people who communicate well
have a distinct advantage over those who dont.
This course is designed to provide students with an understanding of
basic communication as well as the appropriate tools and conventions
to be applied in good written and oral communication. The human and
psychological aspects of communication are also emphasised.
LEARNING OUTCOME
Upon completion of this module, the student should be able to:
Written Communication II
3.
LEARNING CONTENTS
4.
Introduction to Communication Theory
FURTHER READING
1.
2.
Examination Syllabus
FUNDAMENTALS OF ACCOUNTING
SYLLABUS
DESCRIPTION
This syllabus is designed for candidates who have little or no
knowledge of accounting. It provides the elementary knowledge
essential for the accounting practice of bookkeeping and preparation
of ledger accounts, trial balance, prot and loss accounts and
balance sheet. It provides the underpinning knowledge for the
subject Business Accounting for candidates who aspire to pursue the
Professional Diploma in Corporate Administration programme.
LEARNING OUTCOME
On completion of this subject, the student should be able to:
Denition of accounting
Types of businesses
Denition of bookkeeping
Inventories
Accounting equation
Sales invoices
Receipts
Purchase invoices
Cheques
Adjustment notes
Sales journal
Purchase journal
Introduction
Narrations
Denitions
Introduction
Cash discounts
Contra entries
Dishonoured cheques
FUNDAMENTALS OF ACCOUNTING
Preparing the Trial Balance
Rules of contras
Examination Syllabus
Sale of Goods
Elements of contract for sale. Terms of contract i.e. conditions
and warranties. Implied terms including sale by description, sale
by sample, undertaking as to quality and undertaking as to tness.
Transfer of risk, Transfer of title (nemo dat quad non habet rule).
Remedies for breach to the sellers and buyers.
Hire Purchase
Nature of hire purchase agreement. Formalities for a valid hire
purchase agreement. Terms of hire-purchase agreement. Statutory
rights of hirers. Repossession Termination of hire purchase
agreement.
Negotiable Instruments
Introduction to negotiable instruments. Nature, characteristics,
negotiation, and acceptance of bills of exchange, Indorsements,
delivery, liability of parties. Holders of bills payment of bills of
exchange. Cheques.
LEARNING OUTCOME
Upon completion of this subject, students will be able:
Employment Law
Denition of an employee. The contract for service and contract of
service. Termination of the employment relationship through unfair
dismissal, constructive dismissal, redundancy and lay-off.
RECOMMENDED READING
1
2
3
LEARNING CONTENTS
Introduction
Denition of law, classication of law, sources of business law
FURTHER READING
Law of Contract
Elements of a contract including offer and acceptance, consideration,
capacity to contract, consent, intention to create legal relations and
certainty. Terms of contracts i.e. express, implied and exclusion
clauses. Void, voidable and illegal contracts. Discharge of contract
by performance, agreement between two parties, frustration and
breach. Remedies for breach of contract i.e. damages, specic
performance and injunction.
1
2
3
4
Law of Agency
Denition of agency and the general nature of an agency. Creation
of agency by express and implied agreement, ratication, estoppel
and necessity. Termination of agency through act of parties and
operation of law.
10
5
6
Examination Syllabus
RECOMMENDED READING
1.
LEARNING OUTCOME
2.
3.
i)
ii)
iii)
Regulatory bodies:
Securities Commission
4.
5.
6.
LEARNING CONTENTS
1
Types of companies
Incorporation of companies
Company meetings
Charges
Prospectus
10
11
Winding-up
11
Legislation
Subsidiary legislation
English cases
Self regulation
Regulatory bodies
Registrar of Companies
Securities Commission
Classication of companies
Statutory company
Registered company
unlimited company and limited company
private company and public company
exempt private company and its advantages
Related companies
Holding company
Subsidiary
Sister company
Name of company
Agent in Malaysia
Qualication
Removal
Appointment
Resignation
Administration of company
Registered ofce
Service of documents
Statutory books
Register of members/ shareholders
Register of directors, managers and secretary
Register of debenture holders
Register of substantial shareholders
Register of directors shareholding, debentures and
interests
Register of charges
Register of participatory interest holders
The minutes books
Books of accounts
Common seal
Issuance of shares
Transfer of shares
Account
Directors
Qualication
Appointment
Auditors
Qualication
Appointment
Voluntary winding-up
Liquidation
Compulsory winding-up
RECOMMENDED READING
1.
2.
3.
FURTHER READING
Incorporation of companies
Name of company
Certicate of incorporation
Commencement of business
1.
2.
3.
12
Examination Syllabus
LEARNING OUTCOME
1.
2.
3.
4.
5.
FURTHER READING
1.
2.
3.
LEARNING CONTENTS
Terms Used in Meetings
The denition of meetings and the types of regulations governing
Meetings. The paper work involved in the preparation of Notices and
Agenda for private Meetings of organisations. Terms that are normally
used in Meetings like The Chairman, Quorum, Inquorate,
Motions and Resolutions. A general appreciation of the conduct
and procedure at a Meeting
Company Meetings
The types of company Meetings that must be carried out in
accordance to Companies Act 1965 and the Companys Articles of
Association. A clear understanding of the ways in which business
meetings of companies are conducted, incorporating those terms
mentioned earlier.
13
contents
INDEX TO SYLLABI
PROFESSIONAL DIPLOMA IN CORPORATE
ADMINISTRATION
Part 1
Business Law
Business Organisation and Management
Business Accounting
Business Ethics
15
17
18
19
Part 2
Business Finance
Business Strategies
Corporate Compliance and Practice
Law and Practice of Meetings
20
21
23
24
14
Examination Syllabus
BUSINESS LAW
SYLLABUS
DESCRIPTION
This subject aims to educate the student on the core elements of the
principal areas of Business Law. Business Law plays a central and
vital role in the operation of modern trade and commerce.
A person occupying a managerial position in the business world
will invariably discover that some knowledge of the main areas of
Business Law is essential for the discharge of his duties. A corporate
manager or corporate administrator will nd that his work involves,
directly or indirectly, with problems associated with the law of contract,
agency, sale of goods, banking, employment and other areas of
Business Law. Without a sound understanding of the basic elements
of the principal areas of Business Law, a modern corporate manager
or administrator may not be able to function efciently and effectively
in todays business environment.
LEARNING OUTCOME
On completion of this module, the student should be able to:
Agency
The general nature of agency. Creation of agency including subagents. Duty of principal to agent. Duty and authority of agent. Effect
of agents act on third parties including disclosed and undisclosed
principal. Termination of agency.
Commercial Disputes
Arbitration. Nature and purpose. Arbitrator appointment, powers
and authority. Arbitration award. Mareva injunction and Anton Pillar
orders.
Consumer Protection
Principles of consumer protections including the following:
Hire-Purchase - Nature of a hire-purchase agreement.
Formation and contents of hire-purchase agreement. Protection
of hirers including implied conditions and warranties, hrers rights
including assignment, early completion, right o determine hire,
repossession. Exemption clauses.
Trade Descriptions - Denition of a trade description.
Offences involving trade descriptions. Defences.
Direct Sales - Denition of direct sales as opposed to illegal
pyramid schemes.
Control of direct sales through licensing, contents of direct sales
contract, cooling-off period,
Employment Law
Denition of employee. Contract of employment. Duties of employer
and employee. Statutory benefits and protection accorded to
employees. Termination of employment including unfair dismissal,
wrongful dismissal, constructive dismissal, Redundancy.
Industrial and Intellectual Property
Law of Contract
Essential elements of a valid contract including offer, acceptance,
intention to create legal relations, consideration, capacity, certainty.
Contractual terms and conditions, exclusion clauses. Void, voidable
and illegal contracts. Vitiating factors which will set aside contracts
including mistake, misrepresentation, undue influence, fraud,
coercion/duress.
Termination /discharge of contracts through mutual agreement,
performance, frustration, breach. Remedies for breach of contract
including damages, specic performance, injunction, quantum meruit.
Limitation of actions
Sale of Goods
Essential elements of a contract for the sale of goods. Implied terms
and conditions.Passing of property in goods. Transfer of title including
the nemo dat rule and its exceptions. Performance of contract
including delivery and acceptance of goods. Remedies for breach of
contract including breach by the buyer and the unpaid sellers rights.
Breach by seller and the remedies of the buyer.
Copyright protection
Works eligible for protection including performers rights. Duration
of copyright protection.What constitutes infringement of copyright.
Defences for infringement of copyright. Remedies for infringement
of copyright.
Patents
Denition of patents and patentable inventions. Duration of protection.
Rights of patentee. Termination of patents.
Trade marks
Registrable trade marks. . Duration of protection. Restrictions on
registration of trade marks. Effects of registration.
Negotiable Instruments
The law relating to negotiable instruments and bills of exchange with
particular reference to cheques.
15
BUSINESS LAW
Bankruptcy Law
General principles of bankruptcy law
Syariah Law
Concepts and principles; commercial transactions in accordance
with Syariah
RECOMMENDED READING
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
16
STATUES:
1.
2.
3.
4.
5.
6.
7.
Examination Syllabus
Communication.
The communication model, barriers in communication, the
grapevine, differences in communication between genders and
across cultures.
Leadership.
Trait theories of leadership, behaviour theories of leadership such
as Ohio and Michigan studies and Blake and Moutons Managerial
grid, contingency theories of leadership such as Fiedler, Hersey and
Blanchard, Path-goal theory and Vrooms decision making model of
leadership.
LEARNING OUTCOME
Organisational Structure.
Division of labour, span of control, centralisation and decentralisation,
mechanistic vs organic structure, simple structure, functional
structure, divisional structure and matrix structure. Contingencies of
organisational design such as size, technology, external environment,
and strategy.
Organisational Culture.
Denition. Rituals, myths, structures and symbols. Is culture an
asset or liability?
LEARNING CONTENTS
Denition of management.
Planning Organising Leading and Controlling. Mintzbergs managerial
roles.
Organisational Change.
Lewins force eld analysis model. Resistance to change. Team and
individual interventions in organisational design. Change agents.
RECOMMENDED READING
Theories of management
Frederick Taylors Scientic Management, Henri Fayol, Systems
theory, and Contingency perspectives of management.
1.
2.
3.
4.
5.
6.
Team dynamics.
Types of groups such as formal, informal, temporary and permanent.
Stages of group development. Factors affecting team performance.
Comparison of individual vs group decision-making. Problems with
group decisions such as groupthink and group polarisation.
17
BUSINESS ACCOUNTING
SYLLABUS
DESCRIPTION
This is an introductory course designed to provide fundamental
understanding of the basic accounting principles, techniques and
concepts as well as the ability to apply these principles and concepts
in the preparation of nancial statements. This course also deals with
an introduction to cost and management accounting.
LEARNING OUTCOME
On completion of this subject, the student should be able to:
Non-current Assets
Types of errors
Issue of shares
Appropriation of prots
Fundamentals of costing
Cost-volume-prot-analysis
Budgeting
Accounting Cycle
Classication of accounts
Ledgers
RECOMMENDED READING
6.
18
1.
2.
3.
4.
5.
Examination Syllabus
BUSINESS ETHICS
SYLLABUS
DESCRIPTION
The aim of this course is to highlight key concepts of ethics and ethical
reasoning as they are applied in anticipating and solving complex ethical
problems such as ethical dilemmas faced by the business organizations
and their ofcers. It discusses issues of right and wrong actions or
decisions from all levels of decision making. Integrity requires many
pillars of support one of which is mindful analysis of facts, contexts and
cultures when applying guidelines or principles for ethical judgement
and decisions. The other important factor is leadership with its
constituent constellation reasoning and stakeholder analysis. Keen
awareness of the complexity of ethical decision making is important for
the management of ethics and integrity within an organization.
LEARNING OUTCOME
LEARNING CONTENTS
Importance of ethics for managers:
Importance of trust
Ethical dimensions in Business Decisions
19
BUSINESS FINANCE
SYLLABUS
DESCRIPTION
This course introduces the student to the fundamentals of business
nance. The course requires an understanding of mathematics as
well as economic concepts and accounting principles. The course
is corporate-oriented with emphasis on practical applications and
problem solving techniques. The primary objective is to provide the
student with the tools to understand and solve the basic nancial
problems confronting business today. The topics covered include
the time value of money, valuation of assets, capital budgeting
techniques, capital structure theory and dividend policy assessment.
The application of the topics to international markets will be made
whenever possible.
LEARNING OUTCOME
1.
The successful student of Business Finance should understand
and be able to apply the basic time value methodology to general
valuation and other cash ow applications and employ the traditional
evaluation techniques of capital budgeting analysis in business and
personal capital investment decisions.
Upon successful completion of this course the student should be
able to:
2.
3.
4.
FURTHER READING
1.
2.
3.
4.
5.
6.
7.
LEARNING CONTENTS
Introduction to Financial Management
20
8.
Financial Management
Journal of Finance
Journal of Business
www.btimes.com.my
www.ssrn.com
www.nber.org
www.yahoonance.com
Examination Syllabus
BUSINESS STRATEGIES
iii.
SYLLABUS
iv.
DESCRIPTION
Overview and objective
This module is drawn up to prepare and provide prospective
Chartered Secretaries with the necessary skills and tools to apply
business strategies in practice.
This module will provide a foundation to students for the
International Qualifying Scheme (IQS). The aim of the module is to
help Chartered Secretaries to develop knowledge and understanding
of key principles and practices in business strategies, as well as to
enable them to participate more meaningfully in the strategic and
operational stages in a business.
Students will be exposed to key concepts, principles and
theories in business strategies and will be assessed on their ability
to use these concepts, principles, theories and theoretical knowledge
in practical situations.
The students approach and assessment of resolving conicts
between theory and practice will also be part of the overall module
evaluation.
Pre-requisite learning
The module specication is based on the assumption that students
have relevant prior knowledge of the fundamentals of management
and business environment. This level must have been demonstrated
through the Institutes examinations of the MAICSA Professional
Diploma in Corporate Administration, or those of equivalent
qualications, approved as compliant to the Institutes required
curriculum and standards.
LEARNING OUTCOME
2.
Upon completion of this module, and as a whole, students should
be able to apply the essential knowledge, skills and understanding
of business strategies in practice.
Students should be able to:
1.
explain and apply the process of strategy formulation
2.
discuss and use concepts in contemporary thinking on
strategy
3.
understand and relate change management to practice
4.
apply theories on people issues in managing projects
5.
understand the purpose of effective controls in organisations
and to apply them to business scenarios
3.
4.
5.
6.
7.
LEARNING CONTENTS
21
BUSINESS STRATEGIES
FURTHER READING
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
22
24.
25.
26.
27.
Examination Syllabus
Prospectus
Brief denition of prospectus and its contents, the civil liability for
misstatement and the penalties and remedies for misstatements.
DESCRIPTION
The persons who aspire to be a Chartered Secretary should be
acquainted at the beginning with the general regulatory framework
in the administration of a corporation so that the person is able to
understand the implementation of the said regulatory framework into
the day to day running of a corporation at a later stage.
LEARNING OUTCOME
On completion of this module, the student should be able to:
Winding up
Types, the procedures in brief and the consequences of winding
up.
Regulatory bodies
The roles and functions of the Foreign Investment Committee, the
Securities Commission, the Companies Commission of Malaysia, the
Kuala Lumpur Stock Exchange, the Malaysian Exchange of Securities
Dealing & Automated Quotation Berhad, the Employees Provident
Fund, the Social Security Organisation, the Inland Revenue Board
and Pengurusan Danaharta Nasional Berhad.
Corporate Governance
Definition of corporate governance, the brief overview on The
Malaysian Code on Corporate Governance, its aims and the
compliance of the Code
RECOMMENDED READING
1.
2.
Memorandum and Articles of Association
Contents of the memorandum and articles of association, alteration of
the memorandum of association, alteration to the companys name,
company number and registered ofce, alteration to the objects
clause, alteration to the capital clause.
3.
FURTHER READING
1.
Shares
Types of shares and procedure for its transfer, the procedure for
alteration of share capital and the procedures for share buy back.
4.
Charges
Types of registrable charges, the procedure for registration of charges
and the consequences of not registering the charges.
2.
3.
5.
6.
23
24
FURTHER READING
1.
2.
3.
4.
5.
6.
7.
8.
Examination Syllabus
contents
INDEX TO SYLLABI
ICSA INTERNATIONAL QUALIFYING SCHEME
Professional Part 1
Strategic and Operations Management
Corporate Law
Financial Accounting
Taxation
26
28
30
32
Professional Part 2
Corporate Governance
Corporate Secretaryship
Corporate Financial Management
Corporate Administration
35
38
40
42
25
PRE-REQUISITE LEARNING
Corporate Management
The management of change: growth, stability and contraction.
Business process re-engineering. Organisational culture: types
and characteristics. The management and mobilisation of culture.
Organisational development. The management of quality: total quality
management and audit approaches. Benchmarking.
Cycle time reduction. Just in Time and Manufacturing Recourse
Planning techniques. Knowledge and information management:
dissemination and feedback. The Internet and Intranets. Networking,
cascading and team brieng. Formal management communications:
reports, minutes, directives, standing orders, working manuals,
communications technology.
Team Leadership
The concepts of morale, motivation, leadership, authority and
responsibility: theoretical models an their application. Emotional
intelligence, empowerment, self-directed and cross-functional
teams. Project management and team leadership. Techniques in
team building. Enhancing the performance of teams and individuals.
Performance appraisal and measurement: organisation, team and
individual.
RECOMMENDED READING
LEARNING CONTENTS
5.
Strategic Management
The nature of strategy. Strategic choice, analysis and evaluation:
the balanced scorecard and the strategic balance sheet. Strategic
alliances. Analytical techniques: portfoilio analysis, competitor
analysis, value chain analysis, market migration analysis.
The Boardroom strategic role. Mission, ethics and values.
Social responsibility. The corporate environment and systems theory.
Environmental factors: the impact of law, regulation, the market, and
other PEST factors. Internal factors.
The distinction between strategy and policy. Planning:
short, medium and long term. Targets. Resources. Planning
techniques, including scenario planning. Strategy: effective corporate
performance; strategic options for direction, change and growth.
Policymaking and implementation. Supply chain management and
logistics. The virtual organisation.
Creative and rational models in strategic management:
applications and limitations. The rational cycle: corporate needs,
decision making, implementation, monitoring and review, feedback.
Measurement of corporate performance; concepts of output and
outcome. Contingency management and agile strategies.
6.
26
1.
2.
3.
4.
FURTHER READINGS
1.
2.
3.
4.
5.
6.
7.
Examination Syllabus
15.
16.
27
CORPORATE LAW
SYLLABUS
AIM
LEARNING CONTENTS
Auditors.
Appointment and removal; powers and duties.
Classication of companies.
Classication by limitation of liability, by method of formation, by size
-public and private companies. Holding and subsidiary companies.
Insider Dealing.
Types; elements of insider trading; remedies and statutory relief.
Constitution of a company.
The memorandum of association; doctrine of ultra vires. The articles
of association, effects of alterations. Promoters.
Flotation.
Methods of otation. Prospectus - form and content. Misrepresentation
and omissions. Allotment of shares and commencement of business.
Underwriting and commission.
Corporate transactions.
Capacity of companies and the concept of agencies as applied to
companies. Pre-incorporation contracts. The Corporate seal.
Share Capital.
Raising, maintenance and reduction of share capital. The principle of
28
Examination Syllabus
CORPORATE LAW
RECOMMENDED READING
1.
2.
3.
4.
FURTHER READING
1.
2.
STATUTES:
1.
2.
29
FINANCIAL ACCOUNTING
LEARNING CONTENT
SYLLABUS
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 nancial performance and
results. Corporate reporting in compliance with legal and stakeholder
requirements, including nancial 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 full the role of Corporate
Accountant. The aim of the module is to develop the knowledge
and skills necessary for the Chartered Secretary to carry out these
professional responsibilities.
LEARNING OUTCOME
At the conclusion of this module, the candidate will be able to:
30
2.
3.
4.
Examination Syllabus
FINANCIAL ACCOUNTING
ADDITIONAL REFERENCES
FURTHER READING
1.
1.
2.
3.
4.
2.
3.
4.
5.
MASB Standards
6.
31
TAXATION
SYLLABUS
AIM
Scope of charge
Chargeable persons
Resident status
Badges of trade
Classes of income
Exempt Income
Taxation Of Individual
Residence Status
32
Taxation Of Business/partnership
Denition
Deductibility of expenses
Taxation Of Company Under Self-assessment
Treatment of losses
Dividend
Interest
Discount
Rent
Royalties
Premium
Pension
Annuities
Submission of returns
Public rulings
Taxation Of Non-resident And Double Tax Relief
Non-resident relief
Anti-avoidance provisions
Tax audit
SECTION B: CAPITAL GAINS TAX - REAL PROPERTY GAINS
TAX ACT 1976
Real Property Gains Tax
Examination Syllabus
TAXATION
ii)
Scope of charge
Taxable persons
Taxable services
Licensing requirement
Exemptions
iii)
Scope of charge
General principles
Specic instruments
Duty payable
Adjudication of instruments
Pioneer status
Double deduction
Reinvestment allowance
Operational headquarters
Double deduction
Administration
Abatement of Tax
Computation of tax
Tax concessions
SECTION E: INDIRECT TAXES
- SALES TAX ACT 1972
- SERVICE TAX ACT 1975
- STAMP ACT 1949
Indirect Taxation And Stamp Duty
i)
Sales Tax Act, 1972
Scope of charge
Taxable persons
Rate of tax
Returns
Appeals
Banking
Insurance
Trade associations
Co-operatives societies/clubs
Leasing
Unit trusts
RECOMMENDED READING
1.
2.
3.
4.
33
TAXATION
FURTHER READING
1.
2.
3.
4.
5.
NOTE:
Includes all amendments to the Finance Acts for the various years.
34
Examination Syllabus
CORPORATE GOVERNANCE
LEARNING CONTENTS
SYLLABUS
AIM
Corporate Governance has emerged on the global agenda in pursuit
of proper and efcient 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 condence
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 module is to instil 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
organization.
LEARNING OUTCOME
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
Institutes examinations, or those of equivalent qualications which
have been approved as meeting the Institutes required curriculum
and standards:
Corporate Law
Financial Accounting
Management Accounting
Directors
Executive and non-executive directors. Chairman, managing director.
Shadow and alternate directors. The concept of independent
directors. Commonality of legal duty. Comparison of roles, needs,
powers and duties; appointment, reappointment and rotation,
remuneration, removal, retirement and disqualication. Directors
liabilities, indemnity and insurance. Borrowing powers. Conict and
disclosure of interest. Share dealing; model codes; insider dealing.
Company records. Directors disclosures, service contracts and
agreements.
35
CORPORATE GOVERNANCE
Audit
The contribution of internal and external audit to sound governance.
Audit reports and their use. Appointment, removal. Independence
and remuneration: rights, powers and duties in the governance
framework.
3.
1.
2.
4.
5.
6.
7.
FURTHER READING
8.
Malaysian Corporate Governance
1.
ICSA (2004), Corporate Governance, ICSA Professional
Development Series, ICSA Publishing Ltd.: London.
2.
KLSE, Revamped Listing Requirement (2001)
3.
MAICSA, Directors & Corporate Ofcers: Case Summaries
(CCH Asia Pte. Ltd. 2003)
4.
Ministry of Finance, Report on Corporate Governance
(Finance Committee on Corporate Governance, 1999)
5.
MICG, Malaysian Code of Corporate Governance (Malayan
Law Journal Sdn. Bhd., 2001),
6.
MICG, 3 Rs of Corporate Governance (MICG Publication,
2001)
7.
Ruin, J.E, Essentials of Corporate Management (MICG
Publication, 2001) General Bingham, K. Corporate Governance
Handbook (Gee Publishing) A looseleaf subscription service
dedicated to corporate governance issues.
8.
Chambers, A., Tolleys Corporate Governance Handbook
(Tolleys, 2002)
9.
Charkham, J., Keeping Good Company: A Study of Corporate
Governance in Five Countries (Oxford University Press,
1995)
10. Monks, A G & Minow, N. (eds), Corporate Governance
(Blackwells, 2001)
11. TIAA-CREF, Policy Statement on Corporate Governance
(1997)
12. Tricker, R.I., Corporate Governance (Gower, 1984)
13. Walmsley, K., Company Secretarial Practice, chapter 8A (ICSA
Publishing) Includes a wide range of useful appendices.
14. Corporate Social Responsibility - ABI Disclosure Guidelines
on Corporate Social responsibility (ABI, 2001). Available at
www.abi.org.uk.
15. Whistleblowing - ICSA, Establishing a Whistleblowing
Procedure (ICSA, 1999)
36
9.
10.
11.
12.
13.
Shareholder relations
1.
2.
3.
4.
2.
3.
Examination Syllabus
CORPORATE GOVERNANCE
4.
5.
6.
7.
8.
9.
10.
11.
37
CORPORATE SECRETARYSHIP
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 efcient
internal communication of Board decisions and external reporting.
LEARNING OUTCOME
At the conclusion of this module, the candidate will be able to:
Corporate Compliance
Company formation, memorandum and articles of association. Filing
of company returns. Offences under the Companies Act. Company
governance overview, including the Code on Corporate Governance.
The annual report. Auditors: appointment and removal. Rights of the
auditor. Listing Requirements of the Kuala Lumpur Stock Exchange
(KLSE). Retention of records. Statutory registers.
Law and Practice of Meetings
Share Registration
38
RECOMMENDED READING
1.
2.
Examination Syllabus
CORPORATE SECRETARYSHIP
REFERENCES
1.
2.
3.
4.
5.
6.
7.
Corporate Secretaryship
39
AIM
The aim of this module is to address the need for the Chartered
Secretary to be knowledgeable and competent in the skills of
corporate nancial planning, and in understanding the impact of the
scal environment on the organisation and its decision making.
LEARNING OUTCOME
At the conclusion of this module, the candidate will be able to:
Financial Accounting
Management Accounting
Corporate Law
Management Practice
LEARNING CONTENTS
Financial Objectives and Requirements
The nancial objectives of the main types of organisation: public
and private limited companies, statutory companies, trusts,
and companies limited by guarantee. Determination of nancial
requirements and their impact on business planning and decision
taking. The role of nancial audit.
Sources of Finance
Financial markets: role of the New Issues Market and Stock
Exchange, including the Alternative Investment Market. The
operating institutions on the markets. Inuence of Markets on market
decisions. State funding, corporate donations, sponsorship, grants,
subscriptions, fund raising sources.
Share and Loan Capital
The raising and maintenance of share capital: issue pricing and
methods. Authorised and issued capital. Dividend policy, including
scrip dividends and share re-purchases. Finance and loan capital.
40
Examination Syllabus
FURTHER READING
1.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
2.
3.
41
CORPORATE ADMINISTRATION
SYLLABUS
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 module 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 OUTCOME
At the conclusion of this module, the candidate will be able to:
Corporate Law
2.
LEARNING CONTENTS
3.
Role and Functions
The role and functions of the corporate administrator. Administration
as a support service in organisations. The concept of best practice.
The sources and application of guides to best practice.
Knowledge and Information
The sources of information on law, regulation and administrative
best practice. Copyright and intellectual property, including asset
protection. Trademarks and patents. Information, data and technology
as a corporate resource. Technological change and innovation:
internet and website application and management. Security and
integrity of information; control of access. Data protection legislation.
Condentiality.
Legislation: Trademarks Act 1976 (Act 175); Patent Act 1983 (Act
291); Copyright Act 1987 (Act 332); Geographical Indications Act
2000 (Act 602)
42
4.
5.
6.
7.
8.
9.
Examination Syllabus
43
44