Introduction, codes of practice, implementation, costs and benefits
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
Case study: recent financial sector governance failures
- State owned enterprises and corporations: governance issues
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
Case study: Grupo Bancolombia S.A.
Ethics, corporate social responsibility
Ethics and culture: the boards 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
Case studies: Australian Wheat Board and Iraq; Siemens A.G.
Boards, directors and board committees
The Board key principles and practicalities
- Principles of independence and leadership
- Building the right working relationship between Board and management
- The Boards responsibilities for:
- Management oversight
- Protection of stakeholders rights
- Disclosure and transparency
- The companys strategy
Case study: where was the board? Enron and other catastrophic board failure.
The Boards composition and processes
- 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
Case study: Hewlett Packard: the worst board in the history of business
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
Case study: Société Générale - a failure of culture and 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?
Case study: pay for non-performance NYSE ($188 million); Disney ($100 million).
- Share ownership by directors an alignment, or a conflict of interests?
- Executive pay: structuring the incentive
- How much should non-executive directors be paid?
- Recent controversies, and best practice developments in compensation
- Remuneration disclosure
Personalities on the board
- The role and duties of chairman of the board
- Leading the company/leading the board chairman styles
A study in contrasts: BPs where was the chairman? vs. Singapore Airlines
- Experience of the business? needed for the chairman?
- The importance and developing role of the board secretary
- The secretary a Corporate Governance professional
- Resources for the board secretary
- Board evaluations: questionnaire or interview?
Case study: developing effective board assessment procedures - an exercise in tact.
- Maintaining directors effectiveness structuring the job
- Director training
Governance and risk responsibilities of directors and management
- The oversight of risk; assigning responsibility in management
- The role of Chief Risk Officer; reporting line practices
- Modern systematic approaches to risk management, and tools for the Board
- Enterprise Risk Management for companies: the new discipline
- Extreme event management
Case study: China Aviation Oil and the oversight of risk
The board and executive management
The practicalities of the correct relationshiP
- Chairman and chief executive splitting the roles: the arguments for and against
- The CEO and the chairman optimising relationships.
Case study: Olympus, the Chairman, the (foreign) CEO, and the ¥50 trillion Cayman Islands advisory fee
- Defining the CEO: requirements for successful company leadership
- Hiring the CEO
- Evaluating CEO performance; communicating the evaluation
- Management committees, and the boards oversight of the management structure
Governance in controlled companies
- Governance for family businesses
- Succession planning in family businesses; the role of the independent director
- How Boards can help family companies move towards an IPO / listing
- Transcending borders: the specific challenges of corporate governance for multinationals
- Ensuring effective governance in overseas subsidiaries: best practices
The board and strategy
- The boards role in formulating and reviewing strategy
- Partnering with management in the process who does what?
Case study: HIH Insurance and the missing strategy; Australias largest corporate failure.
- Mission and vision the role of the board
- Changing the strategy; crisis management what the board needs to do
- How mergers and acquisitions can destroy value: how the board can avoid the pitfalls
Shareholders, stakeholders, and the board
- Disclosure and financial reporting best practices
- Earnings management: when and when not
- Investor relations: the practicalities for the board
- Communicating governance inside and outside the company
- Shareholders and their rights
- Shareholder stewardship; communications between board and shareholders
- Growing shareholder activism the international perspective
- Managing the annual shareholders meeting
Case study: Prudential and AIA time for a review of strategy and engagement with shareholders.
Improving corporate governance in your company
- A practical guide to developing corporate governance best practices in your company:
- Assigning responsibility for corporate governance within the company
- Integrating good corporate governance in your company
- What the board needs to do
- What management needs to do
Course summary and close