Corporate Governance

Introduction

Corporate governance is the set of processes, customs, policies, and laws affecting the way an organization or corporation is directed, administered or controlled.  It also includes the relationships among many stakeholders involved and the goals for which the organization is governed.

Corporate governance has become a critical issue globally in recent times due to high profile collapses of prominent organizations.  The stakeholders are taxed with the arduous task of restoring people’s confidence in those organizations and ensuring accountability of the management through mechanisms that try to reduce or eliminate corruption and other vices that plagues private and public organizations today.  This will prevent the current rot being experienced across the globe.

Knowledge Development Objectives

On completion of this workshop, participants will be equipped with knowledge and skills to:

  • Fully understand the main areas to focus on for good governance
  • Identify the weak areas in the governance system
  • Identify the key disclosures that companies should make
  • Understand the responsibilities of the board and others for direction
  • Know the latest developments in corporate governance
  • Know the best global board practice
  • Identify the benefits of good corporate governance

Course Content

Day One

Introduction, codes of practice, implementation, costs and benefits

The basis of corporate governance principles

  • Definitions
  • The functions and purposes of the corporation
  • The role of the board; executive vs. non-executive directors
  • Assigning responsibility for corporate governance within the institution
  • Recent regulatory trends in corporate governance
  • Importance of the right culture within the institution
  • The role of corporate greed
  • How capital markets impose corporate governance requirements:
  • Ownership reporting requirements
  • Related party transactions
  • Takeover code
  • Shareholder voting
  • Legislative requirements, international regulatory standards – the level playing field
  • Integrating good corporate governance throughout the institution
  • Corporate governance – towards a cost-benefit analysis

Day Two

Board Organization

  • The state of incorporation
  • The article of incorporation
  • The bylaws
  • Procedure guidelines
  • The chairman of the board and the CEO
  • Board committees
  • The committee of outside directors
  • The executive committee
  • The compensation committee
  • The audit committee
  • The nominating and governance committee
  • Other standing committee

 Organizing The Board For Success

  • The retiring CEO
  • The re-election of incumbent directors
  • The selection process for new directors
  • Due diligence
  • Maintaining board effectiveness over the term
  • The dominant personality
  • Other avenues by which CEOs have or gain control
  • Governance in context
  • Good corporate governance and emerging markets
  • The economic dimension
  • How to analyze and assess corporate governance

Day Three

Boards, Directors and Board Committees

The Board

  • Principles of independence and leadership
  • The Board’s responsibilities for:
  • Executive pay and compensation
  • Critical financial reporting policies
  • Nomination and appointment of directors
  • Compliance and ethics
  • The Board’s processes and self-evaluation
  • Fiduciary responsibilities of directors

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
  • A parallel universe? Independent legal advice for board members; alternative budgeting

The Audit Committee

  • The role of the Audit committee
  • Its membership and expertise requirements; “financial literacy” requirements
  • Its processes and procedures
  • Relationships with internal and external auditors
  • Managing changes in membership

The Compensation Committee

  • Director and CEO compensation
  • Pay for performance – for board members
  • Share ownership by directors – alignment or conflict of interests?
  • When can options be exercised? When and how can shares be bought or sold?

 The CEO and the implementation of good governance: what directors need to know and do

The Chief Executive Officer

  • Defining the CEO: requirements for successful company leadership
  • Evaluating CEO performance
  • Chairman and Chief Executive – splitting the roles: the arguments for and against

The practicalities of good board governance

  • Principles and global practices
  • The importance of formal company policies
  • Communicating governance inside and outside the company
  • Investor relations: responsibilities for the board
  • Disclosure and financial reporting ‘best practices’
  • Earnings management: a practical guide

The shareholders

  • The requirements and demands of the shareholders
  • Investor meetings
  • Corporate reporting: “best practices”
  • Shareholder activism – the place of corporate governance reforms in shareholder lawsuits
  • A two-way street: the responsibilities of shareholders.

Who Should Attend

Directors at different levels, General Managers, AGMs, HR Managers, Senior Public Officers, Senators, Legislators and top government officials