Company Secretary Masterclass

Course Background Boards of Directors need the right support to enable them to be effective. Members of boards need to know what support they need and how to get it. All boards should aim to deliver effective entrepreneurial leadership and this will require high quality, relevant and timely support, information and advice to enable the board to make decisions and set strategy. The executive team and in particular the Company Secretary and the General Counsel provide a key role in supporting the board. This course is intended for those who need to understand the breadth and scope of the role and responsibilities of both Directors and those who support boards and in particular Company Secretaries and In-House Counsel. The course will explore the role of the Company Secretary which continues to evolve as the role is now about being: an active participant with the board and directors to ensure good corporate governance and board effectiveness; an advisor to the board to ensure that board intentions and policies are aligned and functioning correctly; a gatekeeper to ensure that laws are not broken and that policies are complied with; and an enabler and provider of information on trends and new developments. Overview This 4-day course has been designed specifically for Directors and those directly involved in board support and board information preparation to help them provide to their boards the best quality board support and to enable them to consider what practical steps they can take to deliver better quality board support. This course will broaden the awareness of members of and advisers to Boards of Directors of methods of improving board support mechanisms and frameworks. It provides an opportunity for participants to update their knowledge and to explore the available mechanisms to deliver the effective board support necessary in order to fulfil their roles. Practical teaching methodology This advanced 4-day course is a vital overview to the board support practices and mechanisms that exist in listed companies, banks and other financial institutions. Practical guidance will be provided on such issues as: Being a Company Secretary Best practice guidance on policies and procedures Managing meetings from conception to follow up Governance frameworks Dealing with regulators and other stakeholders How to guide and influence Managing information flows PLUS: The course will contain a variety of training activities that include: Practical presentations and lectures Group discussions Multiple case studies Board support simulations and role plays Who should attend? This course has been specifically designed for the benefit of members of and advisers to boards of Directors of listed companies, banks and other financial service organisations in both developed and emerging markets including: Chairmen Non-Executive Directors (both newly appointed and experienced) Executive Directors responsible for company secretarial duties, Financial Directors or Controllers Company Secretaries In-house Legal Counsel, professional advisers, commercial lawyers and para-legals Significant influence function holders in UK FCA and PRA regulated firms Compliance staff and business managers Corporate governance executives Consultants Those involved in supporting boards such as Chief Risk Officers and Internal Audit Officers
Day 1 The Role and Responsibilities of the Company Secretary and those Providing Board Support What does an Effective Company Secretary do? Regulation and legal aspects to include: Director’s Duties in the Companies Act, the role of regulators, the importance of the Articles of Association, regulatory submissions Corporate Governance aspects to include: key provisions of international corporate governance codes, the concept of independence and effective board procedures The role of the board as a decision making body to include: delegation to committees, key committee terms of reference and schedule of matters reserved to the board The unitary board concept to include: information asymmetry between Non-Executive Directors and Executive Directors and challenges that the asymmetry poses to board support The role of advisors, the role of the Company Secretary and the need for independent advice The provision of information to the board and its committees Case study: The diverse role of the Company Secretary The Role of the Company Secretary in Different Jurisdictions Diversity of practices and norms and cross-border complexity What are the Responsibilities of the Company Secretary? Responsibilities to the board, the company and shareholders Core duties Additional duties that may come with the role Structure of the secretariat and combining the role with other functions Directing the focus of the board Potential to expand the mandate of board support functions Keeping up to date with developments Case study: Looking at the responsibilities of the Company Secretary What are the Compliance Functions of the Company Secretary? Stock exchange requirements Statutory registers Statutory and regulatory returns Report and accounts Share and capital issues restructuring Acquisitions, disposals and mergers Day 2 Supporting Boards: Board Meetings, General Meetings and Information Flows How to Get the Most Out of Meetings The annual calendar of board business and the forward planner Meeting frequency Meeting duration Attendance issues The purpose and legal standing of board packs/document discovery and confidentiality aspects Ensuring board papers are ‘fit for purpose’ to facilitate good decision making Using IT effectively in board processes Minutes of meetings and minute logs Document retention and document retention policies Case study: Examining agenda issues Common Problem Areas Meetings organisation and set up arrangements Roles and responsibilities Any other business items Time management Meeting behaviours Role play: Exploring the roles involved and the key problem areas The Importance of Information Flows Meeting type: offsite/strategy/planning and how best to support them Defining the purpose of the meeting, agenda setting and management Dealing with routine and non routine items Getting the most out of pre-meetings with Chair and key participants Circulating board papers/timing/method/equivalence of information Case study: Assessing the information flows to boards, verification and timing issues Day 3 Supporting Boards and the Organisation by Improving Corporate Governance The Company Secretary and the Governance Framework The Company Secretary and the overall governance architecture of the organisation The Company Secretary as a ‘gatekeeper’ Who owns the governance framework of an organisation The Company Secretary as a Conduit of Information to the Board The link between the board and the business Being a point of access, services and advice for all directors Responsibility for all board procedures and the compliance of board procedures The Company Secretary and the Board Working together with the Chairman on governance issues Advising and assisting Directors on their duties and responsibilities Promoting and reviewing new corporate governance developments Acting as a communicator with Non-Executive Directors Role play: Investigating the relationships between the Chairman and Chief Executive and the Company Secretary The Company Secretary: Induction and Training Role in facilitating director induction and professional development The Company Secretary and the Executive Effective management of the conflicts inherent in the role Managing the impacts of additional duties and exploring other duties Role play: Dealing with dominant Executive Directors The Company Secretary and Board and Committee Evaluations Role of board and individual evaluations Development role Case study: To externally evaluate or not? Examining the Company Secretary’s role Day 4 How to Guide and Influence The Company Secretary: Directing the Focus of the Board Forward planner/board paper tracking schedules/use of templates Effective use of pre-meetings Enhanced communication and follow-up Use of external independent advice Reviewing past decisions Managing change Managing crisis Case study: The importance of external sources of advice and how to maximise benefits Working with Directors The Company Secretary’s role in decision making Role play: Meetings with Executives and Non-Executive Directors and getting the most out of them The Company Secretary and Shareholders Shareholder communications and documents: notice of AGM and proxy forms and communications with shareholders Ascertaining who the shareholders actually are and shareholder monitoring issues: who actually are the owners? Board support and investor relations Stewardship Code considerations and enhanced engagement opportunities Case study: Minority shareholder abuse and handling investor relations Skills of the Company Secretary What qualities are needed Mandate of the Company Secretary Potential to narrow or expand Perception of the Company Secretary Strategic v administrative Potential to be seen as uncommercial Acting as an interface between the board and the business Future trends and how to keep up to date Course summary and close