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 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:
-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