Corporate Governance for Lawyers, Company Secretaries & Heads of Governance

3 days 9-11 Oct 2017, London United Kingdom £3,895.00 + VAT* Download brochure Add to basket

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Overview

Should you wish to attend the Company Secretary one day workshop only, please contact us.

Course overview:


Given the rash of high-profile corporate scandals and increasing regulatory scrutiny, it is no surprise that the role of the General Counsel has changed dramatically, with many now being given more corporate governance responsibilities than ever before.

By attending this timely two-day course you will achieve a greater understanding of corporate governance, and, depending on the scope of your responsibilities, you will learn how to identify, manage and control the corporate governance risks within your organisation.

By attending, you will gain a pragmatic understanding of the latest regulatory developments in the field and the main challenges and risks faced today as well as processes, practices and procedures that need to be adopted in order to manage these risks.

This is an essential training course that anyone with corporate governance responsibilities, whether the General Counsel/Head of Legal, member of the legal team, Company Secretary, Head of Compliance or Director cannot afford to miss.

By attending this practical two or three day training course, you will:

  • Understand how organisations should respond to failures or shortcomings in corporate governance
  • Get to grips with the latest legislation and key regulatory developments affecting corporate governance
  • Comprehend the main corporate governance challenges facing GC’s and the in-house legal department
  • Appreciate the goals of corporate governance, including risk identification and risk management
  • Understanding the responsibilities of the modern company secretary
  • Getting to grips with the latest legislation and key regulatory developments affecting the role of the company secretary
  • Comprehending the main corporate governance challenges facing company secretaries
  • Develop KPI’s and understand their importance

 

FEATURING – Workshops throughout, including how to create and develop a KPI dashboard

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.

London
David Brimacombe

David Brimacombe has over 25 years of experience in the field of corporate governance.

After qualifying as a solicitor with Norton Rose in London, David worked at Mallesons in Sydney, before joining Standard Chartered Bank, where he spent 19 years in the legal and compliance function, including three years as Group Company Secretary and Group Head of Legal and three years as Head of Compliance & Regulatory Risk (EMEA).

Since leaving Standard Chartered in 2009, David’s work as a consultant with the corporate governance specialists, Nestor Advisors where he focuses on governance including assessing, upgrading, developing and mentoring company secretaries and their departments. This has been delivered for banks, publicly quoted companies, private companies and organisations in the UK and many countries throughout EMEA.

 "Great speaker" - BAE Systems

 

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.

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.

inhouse-learn-more

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

Day 1


Introduction
The purpose of the workshop and overview of topics to be covered

Part I: The global corporate governance context

  • Views of
    • Legislators and regulators
    • Shareholders and investors
    • Other stakeholders (executives, governments, general public etc.)
  • Latest key regulatory developments on corporate governance
    • Purpose of legislation
      • Principles-based vs. rules-based corporate governance
    • Overview of relevant legislation (EU & UK)
  • Industry specificities
    • Financial institutions
    • Listed vs. unlisted companies
    • Public vs. private companies
    • State-owned organisations
    • SMEs
    • NPOs

Part II: Shortcomings in which areas can be considered to be “corporate governance failures”?

  • Compliance / regulation
  • Anti-bribery and anti-corruption
  • Group governance
  • Issues related to subsidiaries
  • Risk control
  • Compensation
  • Ethics and values

Case studies: StanChart & HSBC compliance failures

Part III: How should organisations respond?

  • Who should “own” corporate governance?
    • How to get clarity on “ownership” of corporate governance
    • Necessary skills
    • Budget implications
    • Effective communication
  • The role of
    • General Counsel & legal department
    • Company Secretary
    • Compliance officers
    • The board

Group exercise

Day 2


Introduction

  • Sum up of day 1
  • Overview of topics to be covered during day 2

Part IV: What are the main corporate governance challenges for the GC and the in-house legal department, and how best to respond?

  • For the in-house legal department
    • Budget cuts in legal functions
      • How to manage increasing corporate governance workload
    • Resource constraints
      • how to meet increasing demand for in-house services
    • Integration with the business
      • Involvement with the organisation’s strategy and decision-making
    • Priorities and possible solutions
      • Cost reduction / efficiency
      • Effective reorganisation of in-house department
      • Improved processes and workflows
  • For the General Counsel (GC)
    • Relationship with the board
      • The importance of attending board and committee meetings
      • How to respond when your advice is ignored or not accepted
        - Adapting to the changing environment - GC: Embracing new challenges
        - Looking ahead: building a strong and well-integrated legal team

Group exercise

Part V: The goal of corporate governance: Managing Risk

  • Risk identification
    • Legal risk
      • Regulatory risk
      • Contract enforceability risk
      • Managing legal risks in high growth / emerging markets
    • Reputational risk
      • Personal liability risk
      • Why you should avoid giving guarantees
  • Managing risks through enhancing corporate governance
    • Developing adequate procedures and policies
    • Delegation of authority – authorised signatories
    • Staff training and education

Group exercise: TBD

Part VI: Developing KPIs for the GC, CoSec and Compliance Officer

  • Why are KPIs important?
  • A practical guide on developing effective KPIs
  • Common pitfalls and how to avoid them

Group exercise: In groups of 3, develop a KPI dashboard (not more than 10-15 KPIs) for each of the following roles: GC (team A), CoSec (team B), Head of Compliance (team C) 


Day 3

 

The Role of the Company Secretary in Differing Organisations

  • Listed
  • Private
  • SOE
  • Government departments
  • Health services
  • Charities and not for profit

The Company Secretariat Team

  • What is the right size of the department?
  • Establishing linkages with other internal departments
  • Demonstrating value add to the organisation
  • Setting departmental KPIs

How the Company Secretary Can Increase Board Effectiveness

  • The role of the company secretary in driving good practices
  • Information is power- controlling the flow of information to the board:
    • Board papers/presentations
    • Information supplied
  • Setting and managing the annual and meeting agenda
  • Maximising board committee effectiveness
  • The board charter as a tool of good governance
  • Importance of directors continuing development
  • Harnessing the board evaluation exercise as a tool for improvement
  • Understanding board room dynamics
  • Board meeting protocols and awareness of behaviours
  • Induction of new directors
  • The selection and appointment process; who owns the appointment letter
  • Challenges
  • Conflicts of interests and related party transactions

Reporting, Remuneration and Directors Pay

  • Reporting
    • Directors duties and responsibilities for financial reporting 
    • Directors duties for reporting of non-financial information- narrative reporting 
    • Role of internal and external auditors
    • Your role in the audit committee
  • Remuneration and directors pay
    • Why this is an area of public and political focus
    • Principles of remuneration 
    • Remuneration of Non-Executive Directors

Current Legal Areas of Concern to the Company Secretary

  • FCPA/ Bribery Act
  • Health & safety
  • Anti-trust
  • US Long arm jurisdiction and the very real possibility of director jail time
  • Clarity on responsibilities with head of legal etc.

Institutional Investor Groups

  • Who are they
  • What do they do
  • Who listens to them
  • How should you engage and influence them

Company Secretarial Nightmares

  • An absent chairman
  • A demanding, controlling and manipulative CEO
  • Unco-operative colleagues and tensions within senior management
  • Disengaged board
  • Difficult regulator

Developing KPIs for the Company Secretary

  • Why are KPIs important?
  • A practical guide on developing effective KPI
  • Common pitfalls and how to avoid them
  • Develop a KPI dashboard for the CoSec

Course Summary and Close

Why us


We have a combined experience of over 60 years providing learning solutions to the world’s major organisations and are privileged to have contributed to their success. We view our clients as partners and focus on understanding the needs of each organisation we work with to tailor learning solutions to specific requirements.

We are proud of our record of customer satisfaction. Here is why you should choose us to help you achieve your goals and accelerate your career:

  • Quality – our clients consistently rate our performance ‘excellent’ or ‘outstanding’. Our average overall score awarded to us by our clients is nine out of ten.
  • Track record – we have delivered training solutions for 95% of worlds’ top 100 banks and have trained over 250,000 professionals.
  • Knowledge – our 150 strong team of industry specialist trainers are world leading financial leaders and commentators, ensuring our knowledge base is second to none.
  • Reliability – if we promise it, we deliver it. We have delivered over 20,000 events both in person and online, using simultaneous translation to delegates from over 180 countries.
  • Recognition – we are accredited by the British Accreditation Council and the CPD Certification Service. In an independent review by Feefo we scored 96% on service and 95% on product