Corporate Governance

4 days 12-15 Mar 2018, London United Kingdom £4,295.00 + VAT* Download brochure Add to basket
4 days 15-18 Apr 2018, Dubai UAE £4,195.00 Download brochure Add to basket
4 days 25-28 Jun 2018, Singapore Singapore $4,995.00 Download brochure Add to basket
4 days 9-12 Jul 2018, Miami United States $4,995.00 Download brochure Add to basket
4 days 30 Aug - 2 Sep 2018, Paris France 4,795.00 + VAT* Download brochure Add to basket
4 days 22-25 Oct 2018, Singapore Singapore $4,995.00 Download brochure Add to basket
4 days 10-13 Dec 2018, London United Kingdom £4,195.00 + VAT* Download brochure Add to basket
4 days 10-13 Dec 2018, New York United States $4,995.00 Download brochure Add to basket

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Overview

This practical corporate governance training course examines current best practice in all aspects of corporate governance, from the new role of board committees and directors' responsibilities and powers, to best implementation of governance in day-to-day activities. The costs and benefits of best practice governance will be examined and practical guidance will be given on such issues as the relationship with shareholders and other stakeholders, managing and meeting the expectations of the market, international investors and local government and regulatory authorities. The course will also discuss the challenges of implementing best-practice corporate governance in emerging markets and will include the specific requirements of banks and financial institutions.


How will this course assist you?

This comprehensive 4-day programme will cover:

  • The current state and direction of best practices in corporate governance
  • Implementing and embedding best practices within your organisation /institution
  • How to structure board committees, institutional policies and procedures to conform to international requirements and expectations
  • How to communicate governance procedures to outside stakeholders including shareholders, governments and communities
  • Implementing governance directives within the management of the institution
  • Analysing the governance of other institutions
  • Governance as a competitive edge
  • Identifying and maximising the financial benefit from improved corporate governance and procedures


Methodology:

  • Practical presentations on formulating and implementing modern international corporate governance principles will be blended with case studies drawn from recent international precedents.
  • Workshop projects that simulate real-life experiences will help to reinforce key principles.

 
Previous corporate governance training course attendees:

"A worthwhile investment. Very informative and interactive"
Risk and Assuance, NLNG

 
"The course was very good and would be useful for all directors"
Director, Retirement Benefits Authority
 

Who should attend

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

Instructors

We work with a series of expert instructors, please select the course location of interest to review the credentials of who will be delivering the programme.

Miami, New York
Nicholas Krasno

The course instructor is a New York-based specialist with over thirty five years of experience in finance and the international capital markets. For eleven years he was Senior Vice President of Moody’s Banking & Sovereign Risk Group in New York, responsible for the transitional and emerging markets of East and South Asia, as well as institutions headquartered in the United States and European countries. Prior to his service with Moody’s, hewas a senior executive for major North American banks, with responsibilities in London, Toronto, and New York. 

The instructor now specialises in corporate governance, risk analysis and management, and strategic development, with a particular emphasis on advising companies and banks in transitional and emerging markets. He regularly conducts corporate governance and director accreditation workshops for company management and directors: he also undertakes corporate governance assessments and reviews, leads ‘best practices’ implementation, and conducts board evaluations for private and public companies. His recent projects have included advising central banks, stock exchanges and other regulators on the preparation and implementation of corporate governance codes and principles. Other recent projects have included building internal risk rating systems, the development of strategic plans for emerging market companies, and advising central banks in several European and Asian countries on risk-based prudential bank regulation, and Basel II & III requirements and methodologies. 

The instructor is well known as a challenging and entertaining presenter. He was born in England, and studied law at the University of Oxford; he now lives in New York.

Dubai
Dennis Driscoll

The course director is an international lawyer. For the past decade, he has given training programmes on CSR/Corporate Governance to more than 500 companies in Europe and in Emerging Markets, especially in China. He is also the author of the forthcoming study International and Comparative Corporate Governance.

He is the former Dean of the Law School at the National University of Ireland (Galway). At Galway, he was the Chairman of an annual workshop, designed for in-house legal counsel, on the legal problems of multinational companies. He has also been a Visiting Professor at Harvard University and Peking University Law School.

London
Nicholas Krasno

The course instructor is a New York-based specialist with over thirty five years of experience in finance and the international capital markets. For eleven years he was Senior Vice President of Moody’s Banking & Sovereign Risk Group in New York, responsible for the transitional and emerging markets of East and South Asia, as well as institutions headquartered in the United States and European countries. Prior to his service with Moody’s, hewas a senior executive for major North American banks, with responsibilities in London, Toronto, and New York. 

The instructor now specialises in corporate governance, risk analysis and management, and strategic development, with a particular emphasis on advising companies and banks in transitional and emerging markets. He regularly conducts corporate governance and director accreditation workshops for company management and directors: he also undertakes corporate governance assessments and reviews, leads ‘best practices’ implementation, and conducts board evaluations for private and public companies. His recent projects have included advising central banks, stock exchanges and other regulators on the preparation and implementation of corporate governance codes and principles. Other recent projects have included building internal risk rating systems, the development of strategic plans for emerging market companies, and advising central banks in several European and Asian countries on risk-based prudential bank regulation, and Basel II & III requirements and methodologies. 

The instructor is well known as a challenging and entertaining presenter. He was born in England, and studied law at the University of Oxford; he now lives in New York.

Singapore
Dennis Driscoll

The course director is an international lawyer. For the past decade, he has given training programmes on CSR/Corporate Governance to more than 500 companies in Europe and in Emerging Markets, especially in China. He is also the author of the forthcoming study International and Comparative Corporate Governance.

He is the former Dean of the Law School at the National University of Ireland (Galway). At Galway, he was the Chairman of an annual workshop, designed for in-house legal counsel, on the legal problems of multinational companies. He has also been a Visiting Professor at Harvard University and Peking University Law School.

Paris
Dennis Driscoll

The course director is an international lawyer. For the past decade, he has given training programmes on CSR/Corporate Governance to more than 500 companies in Europe and in Emerging Markets, especially in China. He is also the author of the forthcoming study International and Comparative Corporate Governance.

He is the former Dean of the Law School at the National University of Ireland (Galway). At Galway, he was the Chairman of an annual workshop, designed for in-house legal counsel, on the legal problems of multinational companies. He has also been a Visiting Professor at Harvard University and Peking University Law School.

Venue

London

Hotel in Central London

All  courses are held at four or five star venues in Central London, Zone 1. We strive to provide you with a training environment of the highest quality, to ensure that the whole learning experience exceeds your expectations.

Your training venue will be confirmed by one of our course administrators approximately 3-4 weeks before the course start date.

Dubai

Dubai Finance

This programme takes place on a non-residential basis at a central 4 to 5* Dubai hotel. Non-residential course fees include training facilities, documentation, lunches and refreshments for the duration of the programme. Delegates are responsible for arranging their own accommodation, however, a list of convenient hotels (many at specially negotiated rates) is available upon registration.

Singapore

4-5 Star Hotel in Singapore

All of our courses are held in 4 – 5 star hotels, chosen for their location, facilities and level of service. You can be assured of a comfortable, convenient learning environment throughout the duration of the course.

Due to the variation in delegate numbers, we will send confirmation of the venue to you approximately 2 weeks before the start of the course. Course fees include training facilities, documentation, lunches and refreshments for the duration of the programme. Delegates are responsible for arranging their own accommodation, however, a list of convenient hotels (many at specially negotiated rates) is available upon registration.

Miami

Miami Hotel

This program takes place on a non-residential basis at a Miami hotel. Non-residential course fees include training facilities, documentation, lunches and refreshments for the duration of the programme. Delegates are responsible for arranging their own accommodation, however, a list of convenient hotels (many at specially negotiated rates) is available upon registration.

As with all training programs on-site administrators are with you throughout the programme to ensure smooth administration and group interaction.

Paris

Centrally located hotel in Paris

This programme takes place on a non-residential basis at a hotel in central Paris. Non-residential course fees include training facilities, documentation, lunches and refreshments for the duration of the programme. Delegates are responsible for arranging their own accommodation, however, a list of convenient hotels (many at specially negotiated rates) is available upon registration.

New York

New York Hotel

This program takes place on a non-residential basis at a New York hotel. Non-residential course fees include training facilities, documentation, lunches and refreshments for the duration of the programme. Delegates are responsible for arranging their own accommodation, however, a list of convenient hotels (many at specially negotiated rates) is available upon registration.

As with all programmes on-site administrators are with you throughout the programme to ensure smooth administration and group interaction.

Related Courses

Inhouse


 

Do you have five or more people interested in attending this course? Do you want to tailor it to meet your company's exact requirements? If you'd like to do either of these, we can bring this course to your company's office. You could even save up to 50% on the cost of sending delegates to a public course.

To find out more about running this course in-house:





Our Tailored Learning Offering

If you want to run this course at a location convenient to you or if you want a completely customised learning solution, we can help.

We produce learning solutions that are completely unique to your business. We'll guide you through the whole process, from the initial consultancy to evaluating the success of the full learning experience. Our learning specialists ensure you get the maximum return on your training investment.

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We can offer any of our public courses delivered at your office or we can devise completely tailored solutions:


Read more about our offering or complete a call back request to speak to a learning specialist.

 

Agenda

Agendas are localised, please select your preferred location.

Day 1

  
Introduction, Implementation, Legislation
 
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 Board’s 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.
 
 

Day 2

 
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 Board’s responsibilities for:
    -Management oversight
    -Protection of stakeholders’ rights
    -Disclosure and transparency
    -The company’s strategy

 
Case Study
: Where was the Board? Enron and other Catastrophic Board Failure
 
The Board’s 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 
     
     

Day 3

 
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: BP’s “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 board’s oversight of the management structure 
     
     

Day 4

 
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 board’s role in formulating and reviewing strategy 
  • Partnering with management in the process – who does what?

 
Case study
: HIH Insurance and the Missing Strategy; Australia’s 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 


 

DAY 1


The Significance of Corporate Governance


Why is Corporate Governance So Important?

  • The definition of corporate governance
  • Why should we be concerned? A brief look at the business case
  • Corporate governance scandals
  • What are the principle issues of corporate governance?
  • Putting corporate governance into its CSR/Sustainable Development context

Case Study: The Enron Scandal

  
The Business Case for Corporate Governance

  • Assessing the evidence

                   - Opinion-based research
                   - Focus list research
                   - Governance-ranking research
                   - The Deutsche Bank studies

  • The World Bank Group



The Development of a Corporate Governance Consciousness: Codes of Conduct

  • The growth of corporate governance consciousness
  • Corporate governance thinking in Britain: A leader
  • The OECD Principles
  • A worldwide convergence of corporate governance principles?

What is so Special about Corporate Governance in Banking?

  • The role of banks in resource allocation
  • The claimed special circumstances
  • Opaqueness: information asymmetries
  • The regulatory environment


DAY 2 


Influencing Executive Management Thinking


The Role of the Board of Directors

  • The Board as watchdog: monitoring risk
  • The Board as strategist
  • The Board as advisor

Case Study: The Collapse of WorldCom
 

Board Dynamics and the Composition of the Board

  • The role of the Chairman
  • Executive vs independent non-executive directors
  • Qualities to look for in independent directors
  • The problem of ‘groupthink’
  • Board diversity
  • The role of the Company Secretary

Shareholders

  • Introduction: shareholders ‘own’ the company
  • Ownership vs control: the agency problem
  • The growth of institutional share ownership
  •  Shareholder tools of corporate governance
  • Shareholder activism in the future

Stakeholders

  • Background
  • Identifying the company’s stakeholders: the contextual problem

Case Studies: Toyota: the recall; Nestle: the problem with Greenpeace over palm  oil; BP: the oil spill in the Gulf of Mexico;  Proctor & Gamble: a new product launch and the problem with Bboggers; Financial services and the ‘Occupy’ movement

  • Partnerships with stakeholders



The New Emphasis on Directors’ Remuneration

  • The debate over directors’ remuneration
  • Key elements of directors’ remuneration
  • Performance measures
  • The influence of compensation consultants


Family Firms and Corporate Governance

  • Family firms as the dominant form of business
  • The claimed advantages of the family firm
  • Governance challenges of the family firm
  • Developing appropriate governance structures


DAY 3


International Perspectives on Corporate Governance


An Overview of Corporate Governance Systems in the Industrialised
 
World

  • Independence
  • Diversity of experience
  • Availability
  • Remuneration
  • Transparency and disclosure
  •  Director evaluation

 Corporate Governance in Emerging Markets

  • Introductory remarks
  • What have been some of the themes?
  • Russia
  • India, China and Asian countries
  •  South Africa and African countries
  •  Saudi Arabia and the Gulf countries


How are Banks Regulated and Supervised around the World?

  • The rationale for regulation
  • The types of regulation
  • The limitations of regulation  


 

DAY 4

 

Learning from the Financial Crisis



Corporate Governance Lessons from the Financial Crisis

  • Lessons concerning poor risk management
  • Lessons concerning misaligned remuneration systems
  • Lessons concerning regulatory inadequacy

Case Studies: Lehman Brothers; Bear Stearns; Royal Bank of Scotland

Assessing Corporate Governance in your Company

  • The World Bank’s template for assessment

                   - The responsibilities of the Board
                   - The rights of shareholders
                   - The equitable treatment of shareholders
                   - Disclosure and transparency
                   - The role of stakeholders

  • Strategies for change

Corporate Social Responsibility (CSR)/Sustainable Development as a Business Driver 

  • The broad meaning of CSR/Sustainable Development

                     - Labour issues
                     - Human rights issues
                     - Environmental concerns
                     - Corporate philanthropy
                     - Ethical business practices such as avoiding corrupt business payments

  • The business benefits of CSR/Sustainable Development

                       - Investor relations and access to capital
                       - Competitiveness and market positioning
                       - Employee relations
                       - The minimisation of litigation risk
                       - The enhanced ‘license to operate'

  •  The relevance of corporate governance to CSR/Sustainable Development

Socially Responsible Investment (SRI)

  • Background
  • SRI as a multi-trillion dollar business
  • SRI strategies
  •  UN Principles for Responsible Investment
  •  International guidelines   

  Course summary and close
  
  

Day 1


The Significance of Corporate Governance


Why is Corporate Governance So Important?

  • The definition of corporate governance
  • Why should we be concerned? A brief look at the business case
  • Corporate governance scandals
  • What are the principle issues of corporate governance?
  • Putting corporate governance into its CSR/Sustainable Development context

Case Study: The Enron Scandal

The Business Case for Corporate Governance

  • Assessing the evidence
    • Opinion-based research
    • Focus list research
    • Governance-ranking research
    • The Deutsche Bank studies
    • The World Bank Group

The Development of a Corporate Governance Consciousness: Codes of Conduct

  • The growth of corporate governance consciousness
  • Corporate governance thinking in Britain: A leader
  • The OECD Principles
  • A worldwide convergence of corporate governance principles?

What is so Special about Corporate Governance in Banking?

  • The role of banks in resource allocation
  • The claimed special circumstances
  • Opaqueness: information asymmetries
  • The regulatory environment

Day 2 


Influencing Executive Management Thinking

The Role of the Board of Directors

  • The Board as watchdog: monitoring risk
  • The Board as strategist
  • The Board as advisor

Case Study: The Collapse of WorldCom


Board Dynamics and the Composition of the Board

  • The role of the Chairman
  • Executive vs independent non-executive directors
  • Qualities to look for in independent directors
  • The problem of ‘groupthink’
  • Board diversity
  • The role of the Company Secretary

Shareholders

  • Introduction: shareholders ‘own’ the company
  • Ownership vs control: the agency problem
  • The growth of institutional share ownership
  • Shareholder tools of corporate governance
  • Shareholder activism in the future

Stakeholders

  • Background
  • Identifying the company’s stakeholders: the contextual problem

Case Studies: Toyota: the recall; Nestle: the problem with Greenpeace over palm oil; BP: the oil spill in the Gulf of Mexico; Proctor & Gamble: a new product launch and the problem with Bboggers; Financial services and the ‘Occupy’ movement

  • Partnerships with stakeholders

The New Emphasis on Directors’ Remuneration

  • The debate over directors’ remuneration
  • Key elements of directors’ remuneration
  • Performance measures
  • The influence of compensation consultants


Family Firms and Corporate Governance

  • Family firms as the dominant form of business
  • The claimed advantages of the family firm
  • Governance challenges of the family firm
  • Developing appropriate governance structures

Day 3

International Perspectives on Corporate Governance

An Overview of Corporate Governance Systems in the Industrialised

World

  • Independence
  • Diversity of experience
  • Availability
  • Remuneration
  • Transparency and disclosure
  • Director evaluation

Corporate Governance in Emerging Markets

  • Introductory remarks
  • What have been some of the themes?
  • Russia
  • India, China and Asian countries
  • South Africa and African countries
  • Saudi Arabia and the Gulf countries

How are Banks Regulated and Supervised around the World?

  • The rationale for regulation
  • The types of regulation
  • The limitations of regulation


Day 4


Learning from the Financial Crisis

Corporate Governance Lessons from the Financial Crisis

  • Lessons concerning poor risk management
  • Lessons concerning misaligned remuneration systems
  • Lessons concerning regulatory inadequacy

Case Studies: Lehman Brothers; Bear Stearns; Royal Bank of Scotland

Assessing Corporate Governance in your Company

  • The World Bank’s template for assessment
    • The responsibilities of the Board
    • The rights of shareholders
    • The equitable treatment of shareholders
    • Disclosure and transparency
    • The role of stakeholders
  • Strategies for change

Corporate Social Responsibility (CSR)/Sustainable Development as a Business Driver

  • The broad meaning of CSR/Sustainable Development
    • Labour issues
    • Human rights issues
    • Environmental concerns
    • Corporate philanthropy
    • Ethical business practices such as avoiding corrupt business payments

 

  • The business benefits of CSR/Sustainable Development
    • Investor relations and access to capital
    • Competitiveness and market positioning
    • Employee relations
    • The minimisation of litigation risk
    • The enhanced ‘license to operate'
  • The relevance of corporate governance to CSR/Sustainable Development

Socially Responsible Investment (SRI)

  • Background
  • SRI as a multi-trillion dollar business
  • SRI strategies
  • UN Principles for Responsible Investment
  • International guidelines




 

Day 1

 
Introduction, Implementation, Legislation
 
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 Board’s 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. 
 
 

Day 2

 
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 Board’s responsibilities for:
    -Management oversight
    -Protection of stakeholders’ rights
    -Disclosure and transparency
    -The company’s strategy

 
Case Study
: Where was the Board? Enron and other Catastrophic Board Failure
 
The Board’s 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 

      

Day 3

 
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: BP’s “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 board’s oversight of the management structure 
     
     

Day 4

 
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 board’s role in formulating and reviewing strategy 
  • Partnering with management in the process – who does what?

 
Case study
: HIH Insurance and the Missing Strategy; Australia’s 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 
 


 

Day 1


The Significance of Corporate Governance


Why is Corporate Governance So Important?

  • The definition of corporate governance
  • Why should we be concerned? A brief look at the business case
  • Corporate governance scandals
  • What are the principle issues of corporate governance?
  • Putting corporate governance into its CSR/Sustainable Development context

Case Study: The Enron Scandal

The Business Case for Corporate Governance

  • Assessing the evidence
    • Opinion-based research
    • Focus list research
    • Governance-ranking research
    • The Deutsche Bank studies
    • The World Bank Group

The Development of a Corporate Governance Consciousness: Codes of Conduct

  • The growth of corporate governance consciousness
  • Corporate governance thinking in Britain: A leader
  • The OECD Principles
  • A worldwide convergence of corporate governance principles?

What is so Special about Corporate Governance in Banking?

  • The role of banks in resource allocation
  • The claimed special circumstances
  • Opaqueness: information asymmetries
  • The regulatory environment

Day 2 


Influencing Executive Management Thinking

The Role of the Board of Directors

  • The Board as watchdog: monitoring risk
  • The Board as strategist
  • The Board as advisor

Case Study: The Collapse of WorldCom


Board Dynamics and the Composition of the Board

  • The role of the Chairman
  • Executive vs independent non-executive directors
  • Qualities to look for in independent directors
  • The problem of ‘groupthink’
  • Board diversity
  • The role of the Company Secretary

Shareholders

  • Introduction: shareholders ‘own’ the company
  • Ownership vs control: the agency problem
  • The growth of institutional share ownership
  • Shareholder tools of corporate governance
  • Shareholder activism in the future

Stakeholders

  • Background
  • Identifying the company’s stakeholders: the contextual problem

Case Studies: Toyota: the recall; Nestle: the problem with Greenpeace over palm oil; BP: the oil spill in the Gulf of Mexico; Proctor & Gamble: a new product launch and the problem with Bboggers; Financial services and the ‘Occupy’ movement

  • Partnerships with stakeholders

The New Emphasis on Directors’ Remuneration

  • The debate over directors’ remuneration
  • Key elements of directors’ remuneration
  • Performance measures
  • The influence of compensation consultants


Family Firms and Corporate Governance

  • Family firms as the dominant form of business
  • The claimed advantages of the family firm
  • Governance challenges of the family firm
  • Developing appropriate governance structures

Day 3

International Perspectives on Corporate Governance

An Overview of Corporate Governance Systems in the Industrialised

World

  • Independence
  • Diversity of experience
  • Availability
  • Remuneration
  • Transparency and disclosure
  • Director evaluation

Corporate Governance in Emerging Markets

  • Introductory remarks
  • What have been some of the themes?
  • Russia
  • India, China and Asian countries
  • South Africa and African countries
  • Saudi Arabia and the Gulf countries

How are Banks Regulated and Supervised around the World?

  • The rationale for regulation
  • The types of regulation
  • The limitations of regulation


Day 4


Learning from the Financial Crisis

Corporate Governance Lessons from the Financial Crisis

  • Lessons concerning poor risk management
  • Lessons concerning misaligned remuneration systems
  • Lessons concerning regulatory inadequacy

Case Studies: Lehman Brothers; Bear Stearns; Royal Bank of Scotland

Assessing Corporate Governance in your Company

  • The World Bank’s template for assessment
    • The responsibilities of the Board
    • The rights of shareholders
    • The equitable treatment of shareholders
    • Disclosure and transparency
    • The role of stakeholders
  • Strategies for change

Corporate Social Responsibility (CSR)/Sustainable Development as a Business Driver

  • The broad meaning of CSR/Sustainable Development
    • Labour issues
    • Human rights issues
    • Environmental concerns
    • Corporate philanthropy
    • Ethical business practices such as avoiding corrupt business payments

 

  • The business benefits of CSR/Sustainable Development
    • Investor relations and access to capital
    • Competitiveness and market positioning
    • Employee relations
    • The minimisation of litigation risk
    • The enhanced ‘license to operate'
  • The relevance of corporate governance to CSR/Sustainable Development

Socially Responsible Investment (SRI)

  • Background
  • SRI as a multi-trillion dollar business
  • SRI strategies
  • UN Principles for Responsible Investment
  • International guidelines

Course summary and close


Day 1

 
Introduction, Implementation, Legislation
 
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 Board’s 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. 
 
 

Day 2

 
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 Board’s responsibilities for:
    -Management oversight
    -Protection of stakeholders’ rights
    -Disclosure and transparency
    -The company’s strategy

 
Case Study
: Where was the Board? Enron and other Catastrophic Board Failure
 
The Board’s 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 

      

Day 3

 
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: BP’s “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 board’s oversight of the management structure 
     
     

Day 4

 
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 board’s role in formulating and reviewing strategy 
  • Partnering with management in the process – who does what?

 
Case study
: HIH Insurance and the Missing Strategy; Australia’s 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 
 


 

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