Corporate Governance

This 4–day training programme deals with the range of corporate governance issues that have so occupied financial circles and stakeholders in the recent past: the roles of boards of directors; the monitoring of risk; the rights of shareholders; the special role of institutional investors; corporate governance in Emerging Markets in the light of corporate governance developments in industrialised countries; and governance scandals which have driven demands for change. A 4–day training programme covering: The strategic role of the board of directors Shareholders’ rights The increasing importance of institutional investors The special situation of financial institutions A comprehensive analysis of EMEA corporate governance systems Corporate governance lessons from the financial crisis Assessing corporate governance in your organisation Corporate social responsibility as a business driver Socially responsible investment Who should attend The course will be of value to professionals in the following areas: Directors Senior management Investors Analysts Regulators Financial journalists Lawyers Course Level Corporate Governance, especially in the context of financial institutions, is currently the single most debated problem in commercial affairs, as witnessed by the virtual daily discussion of the problem in the financial press. This training programme deals with the range of corporate governance issues that have so occupied financial circles and stakeholders in the recent past: the roles of boards of directors; the monitoring of risk; the rights of shareholders; the special role of institutional investors; corporate governance in Emerging Markets in the light of corporate governance developments in industrialised countries; and governance scandals which have driven demands for change. Emphasis is placed on corporate governance issues in financial services, and a number of case studies are presented using video and other materials. The training progamme concludes with an analysis of current proposals for reform.
Day 1 Introduction, the central role of corporate governance, codes of practice Why is corporate governance so important? Dilemmas in holding corporations accountable The role of the board of directors Case study: Enron. The development of corporate governance codes OECD Principles The influence of the Cadbury Report and the UK combined code World Bank/IMF involvement The convergence of national corporate governance systems? What is so special about corporate governance in banking? The role of banks in resource allocation The claimed special circumstances: Opaqueness: information asymmetries The regulatory environment The business case for corporate governance Enhanced financial performance Access to capital The effect on competitiveness The effect on employee relations The minimisation of litigation risk Case study: U.S. Alien Tort Claims Act. Day 2 The Structure of corporate governance The roles of the board of directors The board as watchdog The board as strategist The board as adviser Case study: WorldCom. The board’s composition The role of the Chairman Executive vs. non-executive directors The board’s committees: audit, remuneration, nomination and risk The ‘tensions’ related to non-executive directors Qualities to look for in independent directors The role of the Company Secretary Case study: Lehman Brothers. The new emphasis on directors’ remuneration The directors’ remuneration debate Key elements of directors’ remuneration Performance measures The role of the remuneration committee International guidance on executive remuneration Shareholders Consequences of the separation of ownership and control The rights of shareholders The special role of institutional investors Shareholder activism Case study: CalPERS vs GlaxoSmithKline – The sale of drugs to developing countries. Stakeholders Identifying a company’s ‘stakeholders’ Stakeholder mapping The power and influence of stakeholders Engaging stakeholders through partnership Case study: Greenpeace vs Shell – The Brent Spar. Day 3 Insights from international experience An overview of corporate governance systems The United States The United Kingdom France Germany Japan Corporate governance in emerging markets The patterns of ownership in emerging markets The BRIC countries: Brazil Russia India China South Africa Egypt United Arab Emirates How are banks regulated and supervised around the world? The rationale for regulation Types of regulation Systemic regulation: deposit insurance and government safety nets Prudential regulation: consumer protection Conduct of business regulation: information disclosure, fair business practices, integrity of financial institutions Limitations of regulation Moral hazard Agency capture Costs of compliance Case Study:Northern Rock. Day 4 Learning from the financial crisis Basel II Pillar 1: minimum capital requirements Pillar 2: supervisory review Pillar 3: market discipline Revising Basel II Corporate governance lessons from the financial crisis Lessons concerning poor risk management Lessons concerning misaligned remuneration and incentive systems Lessons concerning regulatory inadequacies The significance of the OECD and Financial Stability Board reports Case studies: Lehman Brothers and Bear Sterns. Assessing corporate governance in your company The World Bank’s template for assessment The responsibilities of the board The rights of shareholders The equitable treatment of shareholders The role of stakeholders Disclosure and transparency Strategies for change? Corporate Social Responsibility (CSR) as a business driver The broad meaning of CSR: Labour issues Human rights issues Environmental issues, especially water usage and climate change Corporate philanthropy Product quality and product safety Corrupt business practices The business benefits of CSR Investor relations and access to capital Competitiveness and market positioning Employee relations: recruitment, retention and productivity The minimisation of litigation risk Enhanced ‘license to operate’ The relevance of corporate governance to CSR performance Case studies: Shell and CalPERS vs GlaxoSmithKline: Drugs for Developing Countries. Socially responsible investment Investment strategies Negative screening Divesting Shareholder activism Positive screening Principles for Responsible Investment (PRI) Review of the principles Analysis of current practice Recent developments Equator Principles in development project finance Review of the principles Recent developments A paradigm shift in investment strategies? Case studies: Ilisu dam project (Turkey) and climate change. Course summary and close