Corporate Secretary Masterclass

This advanced 4 day course provides a vital overview of the board support practices and mechanisms that exist within listed companies, banks and other financial institutions. Practical guidance will be provided on such issues as: 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: Chairmen Non-Executive Directors (both newly appointed and experienced) Executive Directors responsible for corporate secretarial duties, Financial Directors or Controllers Corporate 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 Anyone involved in board support such as Chief Risk Officers and Internal Audit Officers
Day 1 The Role and Responsibilities of the Corporate Secretary and those Providing Board Support What does an effective corporate secretary do? Regulation and legal aspects to include: -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 -Schedule of matters reserved to the board The unitary board concept to include: -Information asymmetry between Non-Executive Directors and Executive Directors -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 corporate secretary in different jurisdictions Diversity of practices and norms and cross-border complexity What are the responsibilities of the corporate 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 corporate 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 organization 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 Organization by Improving Corporate Governance The corporate secretary and the governance framework The corporate secretary and the overall governance architecture of the organisation The corporate secretary as a ‘gatekeeper’ Who owns the governance framework of an organization The corporate 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 corporate 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, Chief Executive and the corporate secretary The corporate secretary: induction and training Role in facilitating director induction and professional development The corporate secretary and the executive Effective mnagement 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 corporate secretary and board and committee evaluations Role of board and individual evaluations Development role Case study: To externally evaluate or not? Examining the corporate secretary’s role Day 4 How to Guide and Influence The corporate 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 maximize benefits Working with directors The corporate secretary’s role in decision making Role play: Meetings with Executives and Non-Executive Directors and getting the most out of them The corporate 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 corporate secretary What qualities are needed Mandate of the corporate secretary Potential to narrow or expand Perception of the corporate secretary Strategic vs. 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