Advanced Corporate Governance

• Company Executive and Non- Executive Directors
• Shareholder representatives
• Pension and Investment Fund Managers
• Public officials in a regulatory, supervisory or compliance functions
• Company Secretaries of public companies
• Executives involved in strategic and operational functions, including finance, corporate strategy, human resources, and government affairs
• Senior managers involved in setting up corporate governance initiatives
• Corporate lawyers who wish to improve their understanding of new company law developments concerning corporate responsibility
• Investor Relations managers responsible for their organisation’s dealings with the finance community

Course objectives

• To familiarise participants with the duties of company directors
• To examine how company boards organise themselves
• To alert attendees to the underlying issues which led to the creation of corporate governance as a discipline
• To highlight the checks and balance that apply to the boards of listed companies
• To study the framework of governance rules that has been created by the UK Corporate Governance Code
• To look at trends in corporate governance from around the world
• To update participants’ knowledge about the structure of a Board, and Board committees, such as those concerning Remuneration and Audit

Course content

What is Corporate Governance?

• Essential structures of corporate governance
• Principle functions and responsibilities of the Board
• Setting the company strategic direction
• Establishing corporate values
• Holding the executives to account
• Maintaining the corporate reputation

Company Directors and Company Boards

• Duties of a Director
• Promoting the success of the company
• Role of the chairman
• Executive and Non-executive directors
• Making a difference using non-executive directors

Corporate Failure Resulting From Poor Governance

• The ineffective board
• Examples of corporate failure: Maxwell, Polly Peck, Enron, Worldcom
• Analysis of the banking crisis as a failure of governance
• Sarbanes-Oxley and other regulatory responses to corporate governance failure
• Lessons learned from corporate failures

Protecting Shareholders and Other Stakeholders

• The UK Corporate Governance Code
• The Comply or Explain rule
• How to protect the shareholder?
• Communicating with the shareholder
• A Legal framework for corporate governance

Corporate Social Responsibility

• The pressure for corporate behaviour change
• The Legal Background of CSR
• Company directors’ obligations and CSR
• Voluntary measures
• Is CSR “Just Public Relations”?
• CSR and corporate governance links

Strategic Risk Management

• Identifying, Prioritising and Managing risks
• Probability & Impact analysis
• Risk tolerance and other management approaches
• Tools to apply to enterprise risks
• Board approaches to strategic risk

Board Committees

• Role of Board committees
• Workings of the Nomination, Remuneration and Audit Committees
• Other board committees
• Holding Board committees to account
• Your responsibilities as a NED committee member

Case Studies in Comparative Corporate Governance: BP and News Corporation

• Composition of the boards
• The balance of Executive directors to NEDs
• Compliance with corporate governance standards
• Annual corporate governance statements
• Unpicking the Corporate social responsibility reports

International Corporate Governance Approaches

• US and UK corporate governance compared
• Corporate governance in developing countries – case study of Nigeria’s codes
• Unitary and Dual Board systems
• The supervisory board in Germany