Advanced Corporate Governance

What is Corporate Governance?

• Essential structures of corporate governance
• Principle functions and responsibilities of the Board
• Setting the company strategic direction
• Establishing corporate values
• Holding the executives to account
• Maintaining the corporate reputation

Company Directors and Company Boards

• Duties of a Director
• Promoting the success of the company
• Role of the chairman
• Executive and Non-executive directors
• Making a difference using non-executive directors

Corporate Failure Resulting From Poor Governance

• The ineffective board
• Examples of corporate failure: Maxwell, Polly Peck, Enron, Worldcom
• Analysis of the banking crisis as a failure of governance
• Sarbanes-Oxley and other regulatory responses to corporate governance failure
• Lessons learned from corporate failures

Protecting Shareholders and Other Stakeholders

• The UK Corporate Governance Code
• The Comply or Explain rule
• How to protect the shareholder?
• Communicating with the shareholder
• A Legal framework for corporate governance

Corporate Social Responsibility

• The pressure for corporate behaviour change
• The Legal Background of CSR
• Company directors’ obligations and CSR
• Voluntary measures
• Is CSR “Just Public Relations”?
• CSR and corporate governance links

Strategic Risk Management

• Identifying, Prioritising and Managing risks
• Probability & Impact analysis
• Risk tolerance and other management approaches
• Tools to apply to enterprise risks
• Board approaches to strategic risk

Board Committees

• Role of Board committees
• Workings of the Nomination, Remuneration and Audit Committees
• Other board committees
• Holding Board committees to account
• Your responsibilities as a NED committee member

Case Studies in Comparative Corporate Governance: BP and News Corporation

• Composition of the boards
• The balance of Executive directors to NEDs
• Compliance with corporate governance standards
• Annual corporate governance statements
• Unpicking the Corporate social responsibility reports

International Corporate Governance Approaches

• US and UK corporate governance compared
• Corporate governance in developing countries – case study of Nigeria’s codes
• Unitary and Dual Board systems
• The supervisory board in Germany