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.