Excellence in Corporate Governance

This workshop will help the participants to examine the nature of corporations and their environments, and the concepts, principles and practices of corporate governance.

CONTENT:

Some Basic Principles; the Level Playing Field

• What is the role of the board? What is corporate governance? 
• The international perspective - divergence or convergence? 
• US Sarbanes Oxley - act style legislation vs. UK-style voluntary code

Corporate Governance – the Business Case

• The rewards: a study of share performance metrics 
• Corporate performance and boardroom practices - the link 
• Benefits to the economy: The ‘corruption premium’ and the cost of accessing global capital 
• Foreign direct investment; countering the vulnerability of short term capital flows 
• Assessing governance in others

Good Corporate Governance and Emerging Markets

• Why governance is essential in emerging markets 
• Information asymmetries and inequalities 
• The patterns of ownership in emerging markets; The protection of minority investors 
• Convergence to the OECD norms?

Industry Specifics: Banks; Government Companies

• Governance in banks - the agency problem; opaqueness, “rogue traders” 
• The role of the bank in improving the governance of the corporate sector 
• How poor governance can cause systemic financial crises

Legal and Regulatory Frameworks for Governance

• Then legal responsibilities of directors 
• Listing requirements: how capital markets impose corporate governance requirements: 
• Corporate governance codes; recent regulatory trends in corporate governance 
• How to develop a corporate governance code for your company 
• Governance disclosures: governance as a competitive edges

Ethics, Corporate Social Responsibility

• Corporate structures for ethics 
• Developing an Ethics Code 
• The role of the “whistle blower”.; setting up internal hot-lines 
• The place and principles of corporate social responsibility

Boards, Directors and Board Committees

• Principles of independence and leadership 
• Building the right working relationship between Board and management 
• The Board’s responsibilities

The Board’s Composition and Processe

• Independent and non-executive directors 
• Are independent directors the solution? 
• New powers for non-executive directors, stiffer penalties for negligence 
• Rule of engagement: defining the non-executive director 
• How two-tier boards imbed ‘independence’ – sometimes at a cost 
• Board meetings basics; information for directors

Board Committees – the Audit Committee

• What are committees for? - rules and principles for committees. 
• The role of the Audit Committee 
• Audit Committee membership and expertise requirements; “financial literacy” requirements; processes and procedures 
• Resources for Audit Committee members 
• Relationships with internal and external auditors 
• Managing changes in membership 
• Structuring internal audit oversight, reviewing internal controls

The Board – Nominations and Compensation

• Board nominations: whom to appoint to the board? Sourcing directors 
• Creating effective Board appraisals and assessments 
• How the board should manage succession planning 
• Setting pay and compensation in the company: basic principles 
• Pay for performance – for board members?

FOR WHOM:

Company secretaries and governance professionals, Directors & Board Members, Audit Committee members, Corporate counsel, Senior company management, Investors and fund managers, Analysts, Regulators, Securities exchange officials, Lawyers & legislators.

TRAINING METHODOLOGY

The training methodology combines lectures, discussions, group exercises and illustrations. Participants will gain both theoretical and practical knowledge of the topics. The emphasis is on the practical application of the topics and as a result participant will go back to the workplace with both the ability and the confidence to apply the techniques learned to their duties.