Strategic Corporate Governance

When companies go off track – unexpected risks become reality, unplanned-for claims arrive without notice, a sudden vacancy appears among top management – shareholders look to the Board of Directors for an explanation and a remedy. But how do we know if directors are effective? And how should we measure their performance? This course examines ‘what good looks like’ for members of a board when carrying out their duties – including the Board chairman, the Company Secretary and non-executive directors.

By attending this course, you will examine new and complex issues that are taxing the skills of even the most-experienced directors. These include the potential for conflict between activist shareholders and the board, the emergence of Climate Change as a threat to global security, the requirements to report publicly on what is called the “stakeholder agenda”, and the increasing focus of regulatory bodies, such as the Financial Reporting Council, on how boards are managing risk.

The course will wrap with a summary of the key learning points, followed by an action planning exercise with a view to apply the acquired knowledge and skills immediately upon your return to work. Post-course support is also available in relation to the implementation of your action plan, up to six (6) months following course completion.

The Effective Board Director

• Directors Legal Duties
• What skills do Board directors need?
• What makes an effective board?
• Evaluating Board Performance

Leadership, Independence and Governance

• Role and skills of the Board chairman
• Roles and skills of the Non-executive director
• The company secretary as head of governance
• Role of Executives
• The Executive Committee

Performance Measurement and Remuneration of Directors

• Appointments to the Board & Succession planning

Running an Effective Board Meeting

How to run an Effective board meeting.

• Meeting Agendas.
• Minutes.
• Schedules

Institutional Investors and ESG Principles

• The role of institutional investors
• Investor activism
• The sustainable company

Regulation and Control on Corporate Behaviour

• Handling conflicts of interest
• Internal audit and other controls
• Regulatory controls on Boards

Corporate Governance Models

• Listed and Unlisted companies – governance compared
• Independence – the watchword for Boards and Directors
• Corporate Governance challenges in State Owned Companies

Emerging Trends in Corporate Governance

What are the emerging priorities for boards in the third decade of the 21st Century?.

• ESG issues and Climate Change.
• Refreshing the board.
• New Existential threats, such as cyber security.

Course Review

• Summary and recap of key learning objectives
• Action Planning

This course is suitable for:

• Non-Executive Directors wanting to understand their role;
• Other Board members wishing to refresh their knowledge and skills;
• Chairs of organizations, Chief Executives, Company Secretaries, Other Heads of organizations;
• Professionals, practitioners, and managers in corporate investment, as well as Leaders in state owned enterprises, public, voluntary, and non-profit organizations;
• Those needing to get to grips with good governance such as Inhouse counsel and Regulatory and Compliance professionals.

Upon completion of this course, you will be able to:

• Describe what the legal duties of a director are.
• Recognize the characteristics of an ineffective Board.
• Review how to run an effective board meeting.
• Explain the roes and skills needed for key appointments to the board, including the chairman, company secretary and non-executive directors.
• Implement a performance measurement structure for individual directors and the board as a whole.
• Explain the wants and needs of institutional investors and how they may behave.
• Put into practice the duties of directors.
• Address the “stakeholder agenda”.
• Apply the FRC’s guidance on risk management and board effectiveness
• Explain how corporate governance can operate in different types of companies, including those owned by the state.
• Appreciate the emerging trends in corporate governance, such as ESG issues and Climate Change.
• Implement an Action Plan at your workplace using the knowledge and skills acquired through the course.