Corporate Governance for Lawyers

Course overview: Given the rash of high-profile corporate scandals and increasing regulatory scrutiny, it is no surprise that the role of the General Counsel has changed dramatically, with many now being given more corporate governance responsibilities than ever before. By attending this timely two-day course you will achieve a greater understanding of corporate governance, and, depending on the scope of your responsibilities, you will learn how to identify, manage and control the corporate governance risks within your organisation. By attending, you will gain a pragmatic understanding of the latest regulatory developments in the field and the main challenges and risks faced today as well as processes, practices and procedures that need to be adopted in order to manage these risks. This is an essential training course that anyone with corporate governance responsibilities, whether the General Counsel/Head of Legal, member of the legal team, Company Secretary, Head of Compliance or Director cannot afford to miss. By attending this practical two day training course, you will: Understand how organisations should respond to failures or shortcomings in corporate governance Get to grips with the latest legislation and key regulatory developments affecting corporate governance Comprehend the main corporate governance challenges facing GC’s and the in-house legal department Appreciate the goals of corporate governance, including risk identification and risk management Develop KPI’s and understand their importance FEATURING – Workshops throughout, including how to create and develop a KPI dashboard Who should attend: General Counsel / Heads of Legal Department Company Secretaries In-house lawyers Legal affairs directors and managers Heads of Compliance Department and Compliance personnel Private practitioners contemplating moving in-house Directors
Introduction The purpose of the workshop and overview of topics to be covered Part I: The global corporate governance context Views of: Legislators and regulators Shareholders and investors Other stakeholders (executives, governments, general public etc.) Latest key regulatory developments on corporate governance: Purpose of legislation Principles-Based v Rules-Based corporate governance Overview of relevant legislation (EU & UK) Industry specificities: Financial institutions Listed vs. unlisted companies Public vs. private companies State-owned organisations SMEs NPOs Lunch Part II: Shortcomings in which areas can be considered to be “corporate governance failures”? Compliance / Regulation Anti-bribery and anti-corruption Group governance Issues related to subsidiaries Risk control Compensation Ethics and values Corporate Governance for Lawyers Case studies: StanChart & HSBC compliance failures Part III: How should organisations respond? Who should “own” corporate governance? How to get clarity on “ownership” of corporate governance Necessary skills Budget implications Effective communications The role of: General Counsel & legal department Company Secretary Compliance officers The board Group exercise Day 2 Introduction Sum up of day 1 Overview of topics to be covered during day 2 Part IV: What are the main corporate governance challenges for the GC and the in-house legal department, and how best to respond? For the in-house legal department: Resource constraints How to manage an increasing corporate governance workload Integration with the business Involvement with the organisation’s strategy and decision-making Priorities and possible solutions Improved processes and workflows Effective reorganisation of in-house department For the General Counsel (GC): Relationship with the board The importance of attending board and committee meetings Adapting to the changing environment - GC: Embracing new challenges Looking ahead: building a strong and well-integrated legal team Group exercise Part V: The goal of corporate governance: Managing Risk Risk identification: Legal risk Regulatory risk Managing legal risks in high growth / emerging markets Reputational risk Personal liability risk Why you should avoid giving guarantees Managing risks through enhancing corporate governance: Developing adequate procedures and policies Delegation of authority – authorised signatories Staff training and education Group exercise Part VI: Developing KPIs for the GC, CoSec and Compliance Officer Why are KPIs important? A practical guide on developing effective KPIs Common pitfalls and how to avoid them Group exercise Conclusion and summary of the key points