08 Jun

The Institute of Certified Secretaries (ICS) has made a u-turn on earlier denial of the recently appointed Company Secretary to seven tea factory companies in Meru. An inquiry by the Kenya Tea Development Agency Management Services (KTDA-MS) to the ICS over the certification status of Susan Wanjiru Macharia had earlier on indicated she was not a member of the institution, raising questions over her appointment. She is the newly appointed company secretary to Githongo, Weru, Imenti, Kinoro, Kionyo, Kiegoi and Michimikuru Tea Factories Companies. In a letter dated May 11, seen by the Star, KTDA-MS asked the ICS to confirm the existence of Susan Wanjiru Macharia’s membership with the institute. “Having conducted due diligence by way of perusal of registration details available to the public under ICS, it has come to our attention that there is no Certified Secretary by the name Susan Wanjiru Macharia. It is on this basis that we write to your esteemed office seeking confirmation of the existence/membership of Susan Wanjiru Macharia with the institute,” reads the letter in part. In a brief response, the ICS said: “This is to confirm that the above-named person is not a member of the Institute of Certified Public Secretaries of Kenya (ICPSK).” ICS manager, member services, Emily Mugonyi however yesterday reversed the confirmation, saying Wanjiru was a member. According to Mugonyi, Wanjiru was initially using her maiden name. "Susan was using her maiden name and now she is using her husband's name. That issue has been sorted," Mugonyi told the Star on the telephone, a move that leaves a cloud hanging on the appointment with KTDA concerned over the transparency in the process. Section 246 (1) (b) and (2) of the Companies Act – the law guiding the governance and operations of all companies in Kenya – demands that directors must ensure that, among other things, their company secretary holds certification from ICPSK. “The directors of a public company shall take all reasonable steps to ensure that the secretary or each joint secretary of the company is a person who has the requisite knowledge and experience to discharge the functions of a secretary of the company; and is the holder of a practising certificate issued under the Certified Public Secretaries of Kenya Act,” the section reads. Further, Section 5.1 of the Governance Guidelines on the Role of Certified Secretary issued by the ICPSK provides that a company board “shall appoint, either a full time or part-time secretary who is competent and qualified as per the provisions of the Certified Public Secretaries of Kenya Act and who is a member of ICPSK in good standing.” Her appointment follows the recently held factory directors’ elections, which are contested for being conducted contrary to an existing court order stopping such elections. KTDA has voiced its concerns over the move to change tea factory companies’ officials, saying there exists a court order that was sought by Agriculture Cabinet Secretary, Peter Munya, on the same in a Mombasa High Court last year. The High Court issued temporary conservatory order restraining the interested party, whether by themselves, agents, nominees, through Kenya Tea Development Agency (Management Services) Ltd or any person, from conducting any directors nominations and elections as intended, advertised and/or pursuant to the shareholders notification issued by KTDA-MS, “pending the interparties hearing of this application." A recent newspaper advertisement published by the office of the Attorney-General on the consolidation of cases in the tea sub-sector confirmed that all interim orders that had been issued on the various matters remained in force. 

Source: The Star