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About the course

Master how to deliver effective board support & board information

Boards of directors need the right support to enable them to be effective. Members of boards need to know what support they need and how to get it. All boards should aim to deliver effective entrepreneurial leadership and this requires high quality, relevant and timely support, information and advice to enable the board to make effective decisions and set strategy. Those directly supporting and presenting to boards need to ensure that they are supporting and presenting to boards in the most effective way they can.

The executive team and in particular the Board/Company Secretary and the General Counsel provide a key role in supporting the board. This course is intended for those who need to understand the breadth and scope of the role and responsibilities of both directors and those who support boards and in particular Company Secretaries and In-House Counsel. It is also relevant to those professional who are directly involved in board support and board information preparation and presentation to help them provide to their boards the best quality board support and to enable them to consider what practical steps they can take to deliver better quality board support.

This company secretary course will broaden the awareness of members of and advisers to boards of directors of methods of improving board support mechanisms and frameworks. This course will provide an opportunity for participants to update their knowledge and to explore the available mechanisms to provide the effective board support necessary in order to fulfil their roles.

The course will explore the role of the Company Secretary which continues to evolve as the role is now about being:

  • an active participant with the board and directors to ensure good corporate governance and board effectiveness;
  • an advisor to the board to ensure that board intentions and policies are aligned and functioning correctly;
  • a gatekeeper to ensure that laws are not broken and that policies are complied with; and
  • an enabler and provider of information on trends and new developments.

Taught by an experienced dual qualified company secretary and lawyer, this course will equip participants with a framework to develop a holistic understanding of board support mechanisms and how these interrelate and the roles that are crucial to effective board support mechanisms.

This advanced 4-day company secretary training course provides a vital overview to the board support practices and mechanisms that exist in listed and non-listed companies, banks and other financial institutions.

Practical guidance will be provided on such issues as:

  • Being a Board/Company Secretary
  • Managing information flows
  • Managing meetings from conception to follow up
  • Governance frameworks
  • Dealing with regulators and other stakeholders
  • How to guide and influence
  • Best practice guidance on policies and procedures

The course will contain a variety of training activities that include:

  • Practical presentations and lectures
  • Group discussions
  • Case studies
  • Board support simulations and role plays

By attending this course delegates will:

  • Understand the role and responsibilities of the board and its committees and the governance context boards operate within
  • Consider what prudent and effective controls sit around the board and committee meeting and strategic board reporting processes
  • Review what is essential for any meeting to be successful
  • Understand what goes into the preparation leading up to meetings
  • Recognise common areas that can cause problems
  • Take away key actions and ideas to improve on governance practices and strategic board reporting and presentation skills


Day 1

The Role and Responsibilities of the Company Secretary and those Providing Board Support

What does an Effective Company Secretary do?

  • Regulation and legal aspects to include: Director’s Duties in the Companies Act, the role of regulators, the importance of the Articles of Association, regulatory submissions
  • Corporate Governance aspects to include: key provisions of international corporate governance codes, the concept of independence and effective board procedures
  • The role of the board as a decision making body to include: delegation to committees, key committee terms of reference and schedule of matters reserved to the board
  • The unitary board concept to include: information asymmetry between Non-Executive Directors and Executive Directors and challenges that the asymmetry poses to board support
  • The role of advisors, the role of the Company Secretary and the need for independent advice
  • The provision of information to the board and its committees

Case study: The diverse role of the Company Secretary

The Role of the Company Secretary in Different Jurisdictions

  • Diversity of practices and norms and cross-border complexity

What are the Responsibilities of the Company Secretary?

  • Responsibilities to the board, the company and shareholders
  • Core duties
  • Additional duties that may come with the role
  • Structure of the secretariat and combining the role with other functions
  • Directing the focus of the board
  • Potential to expand the mandate of board support functions
  • Keeping up to date with developments

Case study: Looking at the responsibilities of the Company Secretary

What are the Compliance Functions of the Company Secretary? Stock exchange requirements

  • Statutory registers
  • Statutory and regulatory returns
  • Report and accounts
  • Share and capital issues restructuring
  • Acquisitions, disposals and mergers

Day 2

Supporting Boards: Board Meetings, General Meetings and Information Flows

How to Get the Most Out of Meetings

  • The annual calendar of board business and the forward planner
  • Meeting frequency
  • Meeting duration
  • Attendance issues
  • The purpose and legal standing of board packs/document discovery and confidentiality aspects
  • Ensuring board papers are ‘fit for purpose’ to facilitate good decision making
  • Using IT effectively in board processes
  • Minutes of meetings and minute logs
  • Document retention and document retention policies

Case study: Examining agenda issues

Common Problem Areas

  • Meetings organisation and set up arrangements
  • Roles and responsibilities
  • Any other business items
  • Time management
  • Meeting behaviours

Role play: Exploring the roles involved and the key problem areas

The Importance of Information Flows

  • Meeting type: offsite/strategy/planning and how best to support them
  • Defining the purpose of the meeting, agenda setting and management
  • Dealing with routine and non routine items
  • Getting the most out of pre-meetings with Chair and key participants
  • Circulating board papers/timing/method/equivalence of information

Case study: Assessing the information flows to boards, verification and timing issues

Day 3

Supporting Boards and the Organisation by Improving Corporate Governance

The Company Secretary and the Governance Framework

  • The Company Secretary and the overall governance architecture of the organisation
  • The Company Secretary as a ‘gatekeeper’
  • Who owns the governance framework of an organisation

The Company Secretary as a Conduit of Information to the Board

  • The link between the board and the business
  • Being a point of access, services and advice for all directors
  • Responsibility for all board procedures and the compliance of board procedures

The Company Secretary and the Board

  • Working together with the Chairman on governance issues
  • Advising and assisting Directors on their duties and responsibilities
  • Promoting and reviewing new corporate governance developments
  • Acting as a communicator with Non-Executive Directors

Role play: Investigating the relationships between the Chairman and Chief Executive and the Company Secretary

The Company Secretary: Induction and Training

  • Role in facilitating director induction and professional development

The Company Secretary and the Executive

  • Effective management of the conflicts inherent in the role
  • Managing the impacts of additional duties and exploring other duties

Role play: Dealing with dominant Executive Directors

The Company Secretary and Board and Committee Evaluations

  • Role of board and individual evaluations
  • Development role

Case study: To externally evaluate or not? Examining the Company Secretary’s role

Outline Board Evaluation template

KPI's for Cosec Team

Day 4

How to Guide and Influence

The Company Secretary: Directing the Focus of the Board

  • Forward planner/board paper tracking schedules/use of templates
  • Effective use of pre-meetings
  • Enhanced communication and follow-up
  • Use of external independent advice
  • Reviewing past decisions
  • Managing change
  • Managing crisis

Case study: The importance of external sources of advice and how to maximise benefits

Working with Directors

  • The Company Secretary’s role in decision making

Role play: Meetings with Executives and Non-Executive Directors and getting the most out of them

The Company Secretary and Shareholders

  • Shareholder communications and documents: notice of AGM and proxy forms and communications with shareholders
  • Ascertaining who the shareholders actually are and shareholder monitoring issues: who actually are the owners?
  • Board support and investor relations
  • Stewardship Code considerations and enhanced engagement opportunities

Case study: Minority shareholder abuse and handling investor relations

Skills of the Company Secretary

  • What qualities are needed
  • Mandate of the Company Secretary
  • Potential to narrow or expand
  • Perception of the Company Secretary
  • Strategic v administrative
  • Potential to be seen as uncommercial
  • Acting as an interface between the board and the business
  • Future trends and how to keep up to date

Course summary and close

Trust the experts

Vanessa Jones

Vanessa Jones has worked as an in-house lawyer and company secretary in the listed sector in the UK and undertaken public policy work before establishing her own consultancy practice in 2012. She is a qualified Barrister (1984) and Chartered Secretary (1997) and has worked both in the FTSE listed...


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