CIS INTERNATIONAL

QUALIFYING BOARD EXAM

May 2012
Corporate Secretaryship

Examiners Report

GENERAL

Once again students demonstrated a lack of ability to practically apply the theory to the questions
asked. The straight forward theory questions were in most instances well answered, but students were
unable to deal with the scenario based questions and could not apply the theory from a practical point
of view. In practice one will never be asked to merely restate theory, it is always about applying ones
knowledge to a particular situation / scenario.

Candidates are not able to identify the core issues and did not provide a well thought out answer. I got
the impression that they put pen to paper in the hope of obtaining some marks somewhere. The stress
of examination conditions could have played a role, but such an environment is not necessarily that
much different from the difficult and stressful environments in which company secretaries often have to
operate in many cases having to provide opinions on their feet to a very senior audience and having
to be able to provide clear, but to the point views on the scenarios very similar to those portrayed in the
paper.

Students again in this sitting gave correct information, but which did not answer the questions. Merely
providing information is not useful if it is not to the point and if it does not address the actual issue. I got
the impression that if students are unprepared for a question they merely write anything that they think
could be applicable.

The questions were asked in such a format not only to give candidates a few discretionary marks if the
basic skill can be displayed, but to entrench the skill to write effectively thereby enabling the students
to be more effective in practice. Additional marks were allocated where students provided a well
thought through answer with a logical flow to what was required.

Most candidates, although giving the correct answers, failed to provide sufficient information to obtain
high marks. Some students gave only a 1 page answer to a 20 mark question. If it had been 1 page of
facts it could have been enough, but then often it was irrelevant information the length / detail of the
answer has to somehow correlate with the allocated marks (Question 6 was a good example where
students scored high marks for providing short factual answers). Again, many students also spent too
much time on non value-adding information they do not have to write lengthy answers, as long as
the critical aspects are noted. In most instances the shorter / to the point answers received better
marks as they not only covered the crux of the question but showed that the student could ascertain
what the real important issues were.

Corporate Secretaryship

Examiners Report - May 2012

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Handwriting was once again extremely poor. Students have to realise that where an examiner must
first try to decipher what has been said, it is very easy to misread / misinterpret an answer and marks
are lost. Students definitely lost marks due to illegible handwriting in a number of instances.

The writing skill in a number of papers was very poor. It was also often indicative of poor writing in
general, which is a serious concern for company secretaries as writing, be it minutes, reports, opinions
etc is a huge portion of their daily responsibilities. Students, especially at board level, should make all
endeavours to address such deficiency as, improving their writing skills, will only stand them in good
stead going forward.

On a lighter note, the jewel from one of the papers was on fiduciary duties of a director. The director is
in a position of trust, very close to being a trustee.
Question 1
The average mark for this question was 45%. The average is low considering that many of these
questions dealt with basic general points a company secretary should be able to answer with ease and
without hesitation. An inability to answer these questions is indicative of students not having an in
depth knowledge of the theory.

Question 1.1 candidates generally wrote everything and anything they could think of on Board
evaluation and more and were in some instances way of the mark.

Question 1.2 this question was overall well answered. As this is a very topical issue it is good to see
that students knew the requirements for audit committee membership and the requirement to be
classified as an independent non-executive director. They were however less familiar with the
requirements for the Remuneration Committee. In some instances candidates confused permanent
invitees or attendees with membership.

Question 1.3 Although a new requirement in King III it is a very topical issue and students can expect
similar and related questions in future. This question was not answered well.

Question 1.4 overall very well answered.

Question 1.5 Well answered. The majority of students were aware of the shareholding majority
requirements for special and ordinary resolutions and the notice periods.

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Examiners Report - May 2012

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Question 1.6 overall very poorly answered. Students do not gasp or understand the Combined
Assurance principles or model and the assurance providers. Candidates should expect more questions
on this issue as it is discussed in detail in the King III report and a focus area of the Audit Committee.

Question 1.7 overall well answered. Students are aware of the solvency and liquidity tests and what
the measures.
Question 2
The average mark for this question was 58.54%. Overall well answered as should be expected. This is
more a less a standard question in every paper.
Question 3
The average mark for this question was 45.75%. Overall not too badly dealt with.
Question 4
The average mark for this question was 37.85%. Overall poorly answered. The Boards responsibility
to oversee the effective management of ethics within a company was not answered well (question 4.3).
Students can expect similar questions in future as ethics and ethical behaviour is very much on the
forefront.
Question 5
The average mark for this question was 36.75%. Overall poorly answered and again candidates put
pen to paper and wrote anything they thought could produce marks somewhere, without answering
what was required. A number of students still referred to the 21 clear days notice for the passing of a
special resolution.
Question 6
The average mark for this question was 43.09%. Section 6.2 and 6.3 of this question was overall not to
badly dealt with, but the section on the advantages of concerting a CC to a company (6.1) produced
some interesting answers. A number of students were of the opinion that it would not be beneficial to
convert to a company.

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Examiners Report - May 2012

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Conclusion

Again the pass rate for this subject is of concern although it is the trend over a number of years now. It
has however increased from the November 2011 sitting.

END OF REPORT

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Examiners Report - May 2012

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