Corporate Governance

Overview:

Introduction

This practical Corporate Governance training program examines current best practice in all aspects of corporate governance, from the new role of board committees and directors' responsibilities and powers, to best implementation of governance in day-to-day activities.

The costs and benefits of best practice governance will be examined and practical guidance will be given on such issues as the relationship with shareholders and other stakeholders, managing and meeting the expectations of the market, international investors and local government and regulatory authorities. You will also discuss the challenges of implementing best-practice corporate governance in emerging markets and will include the specific requirements of banks and financial institutions.

Course Objectives

At the end of this course the participants will be able to:

• The current state and direction of best practices in corporate governance
• Implementing and embedding best practices within your organisation /institution
• How to structure board committees, institutional policies and procedures to conform to international requirements and expectations
• How to communicate governance procedures to outside stakeholders including shareholders, governments and communities
• Implementing governance directives within the management of the institution Analysing the governance of other institutions
• Governance as a competitive edge
• Identifying and maximizing the financial benefit from improved corporate governance and procedures

Targeted Audience

• Directors & Board Members
• Audit Committee members
• Company secretaries and governance professionals
• Corporate counsel
• Senior company management
• Investors and fund managers
• Analysts
• Regulators
• Securities exchange officials
• Lawyers & legislators

Course Outline

Unit 1: Introduction to Corporate Governance

• Corporate Governance
• Definitions and scope
• Cultural aspect
• Governance vs management
• Hard Prescriptive(USA Sarbanes Oxley)or
• Voluntary “soft” UK approach
• The Agency dilemma
• The overall Regulatory Framework including Bribery and Corruption

Corporate Governance for non listed companies, Charities, Public Sector and Emerging markets

• Governance of non listed companies
• Eg Private companies, family companies,
• Charities and not for profit
• Case Study: FIFA: Values, accountability and ethics
• Governance in the Public Sector
• The UK Nolan Principles
• Governance in Emerging Markets
• Why it is essential
• Patterns of ownership
• Protection of minority investors
• Convergence of OECD Norms

Corporate Governance in Banks

• Agency issues
• Culture
• Rogue Traders
• Regulatory Environment
• Systemic crises and poor Governance

Unit 2: Corporate Governance of Listed Companies

• Ownership
• Shareholders Rights
• Investor Relations
• Insider Trading
• Shareholder Activism
• Listing Rules
• The Annual General Meeting/General Assembly

The Role of the Board

• What do Boards do?
• Different types of Boards
• Performance vs Conformance
• Delegated matters
• Boards and management
• The Effective Board
• Constitution
• Mix and diversity
• Protection of shareholder rights
• Managing agendas, meetings and minutes
• Communication with shareholders

The Board’s role in setting the tone and duties and responsibilities of directors

• Values and Ethics
• Overseeing whistleblowing process
• Corporate Social Responsibility
• Sustainable Reporting
• Integrated Reporting

Unit 3: The effective Chairman and how to be a good Non Executive Director

• Non Executive Directors
• How different
• Objectives
• The right appointment(s)
• Getting value from them
• Their roles
• Ensuring independence

The Role of the Chairman

• What makes a good Chairman
• Qualities and capabilities
• Beyond the Board meeting
• Relationship with the CEO
• Who appraises him/her
• Different styles

Boards and making strategy work

• Boards and Strategy Setting
• Setting the direction
• Overseeing the process
• Use of Professional Advisers
• Reviews and value creation
• Is the Board having the right conversation?
• Mergers and Acquisitions: Creating or destroying value?

Risk Management and Crisis Management for Boards

• Boards and Risk
• Appreciating Risk
• Framework for Risk Management
• Boards’ Responsibilities
• Best Practice for the Board
• Risks facing the Board
• Case Study: HBOS. Understanding risks
• When a crisis happens
• Boards’ Responsibilities
• Re assessing stakeholders
• Who and how to deal
• Preserving reputation and value

Unit 4: About Board Committees

• Audit Committee
• Roles and responsibilities
• Membership
• Terms of Reference
• Relationship with Internal Auditors
• Relationship with External Auditors
• Since the Financial Crisis
• Increased role of Audit Committees

Why do Boards Fail

• Board Malfunction
• Why do Boards malfunction
• Games and Power play
• Importance of Chairman
• Groupthink
• Tone at the top
• Role of non executive directors

Unit 5: Board Evaluation

• Why
• Process. From questionnaire to full process
• The Regulatory environment
• Who should do it
• Working on feedback
• Conflict issues
• Working towards improvement