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October 2011
Corporate Secretaryship

Examiners Report

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I am amazed at the lack of students ability to practically apply the theory to the questions asked.
Overall though the level of difficulty of the paper was slightly above average and therefore the marks in
most instances are lower. The theory questions were in most instances well answered, but students
were unable to deal with the scenario based questions and could not practically apply the theory. In
practice one will never be asked to merely restate theory, it is always about applying ones knowledge
to a particular situation / scenario.

Candidates were unable to identify the core issues and did not provide a well thought through answer.
I got the impression that they put pen to paper in the hope to get some marks somewhere. The
stressful exam 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 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 at all.
Merely providing information is useless if it is not to the point and if it does not address the actual

The questions were asked in such a format not only to give students a few discretionary marks if the
basic skill could be displayed, but to entrench the skill to write effectively thereby enabling the students
to be more effective in practice.

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 had this 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. 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 covered. In most instances the shorter / to the point answers received better marks
as they not only covered the crux, but showed that the student could ascertain what the real important
issues were.

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.



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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.
Question 1
The average mark for this question was 26%. This is a serious concern as many of these questions
dealt with basic tasks of a company secretary. An inability to answer these questions is indicative of
students not having an in depth knowledge of the theory.

Question 1.1 students generally wrote everything and anything they could remember and the format
and content of the resolutions were in some instances way off the mark.

Question 1.2 similar to the above, students wrote all they thought could be applicable did not limit
their answers to the specific question asked.

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.

Question 1.4 from the answers one could determine which student operated or has experience in a
listed environment. Overall poorly answered.

Question 1.5 similar to the above. Very few students referred to the Generally Accepted Accounting
Practise or IFRS in their answers.

Question 1.6 students generally knew the requirements when declaring a dividend and it was
possible to ascertain which students have been involved in such a process previously.
Question 2
The average mark for this question was 40%.

Many students however focussed on independence and the requirements for independent directors
which were not specifically asked again it seems like students provided all they knew in the hope,
that some of this was relavent, to gain additional marks. None of the candidates made any reference to
applicable case law and therefore did not gain the additional marks on offer. A very limited number of



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students referred to the forms to be submitted to CIPC in terms of the new Companies Act upon the
appointment of directors (COR 39) and the shift to comply with the new Act should be made sooner
than later, Candidates can expect to answer questions in future only referencing the new Act or to
compare old to new to understand where the changes are.
Question 3
The average mark for this question was 30%.

Again this question was overall poorly answered Very few candidates knew what the business
judgement rule was. The resolution was in most instances poorly drafted tenses, wording etc
completely incorrect. Drafting resolutions so incorrectly in practice could have significant implications
for the company and the Company Secretary. There is a serious lack of attention to detail.

With regard to the rest of question 3 the answers to the question on participation in a Board meeting
remotely from another venue via teleconferencing elicited very mixed replies. It was clear that very few
candidates knew the requirements in this regard.
Question 4
The average mark for this question was 53%.

Question 4.1 was the best answered especially 4.2.1 relating to the appointment of a Company

Question 5
The average mark for this question was 52%.

Question 5B, which most students preferred, was also well answered overall and very topical to the
day to day activities of a Company Secretary. Question 5A was poorly answered and it was
disappointing to note how many students did not know or could not provide rationale for the new Act.
Very few candidates who attempted question 5A could provide any of the critical risks or issues and
what was even more disappointing was the number of students who did not know the effective date of
the new Act.

Question 4.2.1 relating to the requirement for the appointment of a Company Secretary. and question
5B relating to AGM was well answered and some candidates were able to apply the theory



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to the practical requirements in the question. The overall lack of applying the theory to practice in the
rest of the paper was however very evident.




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