Corporate Governance Masterclass

Euromoney Learning Solutions

Euromoney Learning Solutions

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Who should attend

  • Directors & Board Members
  • Audit Committee members
  • Company secretaries and governance professionals
  • Corporate counsel
  • Senior company management
  • Investors and fund managers
  • Analysts
  • Regulators
  • Securities exchange officials
  • Lawyers & legislators

About the course

Support the long-term success of your business through effective corporate governance

Agenda

Day 1

  • Definitions and scope
  • Cultural aspect
  • Governance vs management
  • Hard Prescriptive(USA Sarbanes Oxley)or
  • Voluntary “soft” UK approach
  • The UK Corporate Governance Code
  • The Agency dilemma
  • The overall Regulatory Framework including Bribery and Corruption
  • Case Study:The UK LIBOR Rigging Scandal

Governance of non listed companies

Eg Private companies,family companies,

  • Code for unlisted companies
  • Charities and not for profit
  • Case Study:FIFA:Values,accountability and ethics

Governance in the Public Sector

The UK Nolan Principles

Governance in Emerging Markets

  • Why it is essential
  • Patterns of ownership
  • Protection of minority investors
  • Convergence of OECD Norms
  • Case Study: Goldman Sachs and 1mbd

Day 2

  • Corporate Governance in Banks
  • Agency issues
  • Culture
  • Rogue Traders
  • Regulatory Environment
  • Systemic crises and poor Governance
  • Case Studies:Anglo Irish Bank,Westpac,National Australia Bank,Northern Rock,Lehman Brothers.

Governance of Listed Companies

Ownership

  • Shareholders Rights
  • Investor Relations.Best Practice
  • Insider Trading
  • Shareholder Activism
  • Listing Rules
  • The Annual General Meeting/General Assembly
  • Case Studies:Carillion,Enron,Sports Direct,Galleon,Ocado

What do Boards do?

  • Different types of Boards
  • Performance vs Conformance
  • Delegated matters
  • Boards and management
  • The Effective Board.Understanding Board Dynamics
  • Constitution
  • Mix and diversity
  • Protection of shareholder rights
  • Managing agendas,meetings and minutes
  • Communication with shareholders
  • Case Study:Managing a Board Meeting
  • What makes a good Board

Day 3

  • Setting the tone
  • Values and Ethics
  • Overseeing whistleblowing process
  • Corporate Social Responsibility
  • Sustainable Reporting
  • Integrated Reporting
  • Case Studies:Wells Fargo,UBS.How the mighty get affected.
  • Olympus.Michael Woodford’s experience

Directors

  • Appointment
  • Hard and soft capabilities
  • Induction and training
  • Roles and responsibilities
  • Termination
  • Case Study:What makes a good director?

Non Executive Directors

  • How different
  • Objectives
  • The right appointment(s)
  • Getting value from them
  • Their roles
  • Ensuring independence

The Role of the Chairman

  • What makes a good Chairman
  • Qualities and capabilities
  • Beyond the Board meeting
  • Relationship with the CEO
  • Who appraises him/her
  • Different styles
  • Case Study:qbe,Berkshire Hathaway.Difficult decisions from the Chairman.

Day 4

  • Boards and Strategy Setting
  • Setting the direction
  • Overseeing the process
  • Use of Professional Advisers
  • Reviews and value creation
  • Is the Board having the right conversation
  • Mergers and Acquisitions:Creating or destroying value?
  • Case Study:RBS acquisition strategy.Where was the Board?

Boards and Risk

  • Appreciating Risk
  • Framework for Risk Management
  • Boards’ Responsibilities
  • Best Practice for the Board
  • Risks facing the Board
  • Case Study:HBOS.Understanding risks

When a crisis happens

  • Boards’ Responsibilities
  • Re assessing stakeholders
  • Who and how to deal
  • Preserving reputation and value
  • Case Studies:Abraaj(Dubai),Boeing,Malaysia Airlines MH370,VW Emissions Scandal

Day 5

Board Committees

Audit Committee

  • Roles and responsibilities
  • Membership
  • Terms of Reference
  • Relationship with Internal Auditors
  • Relationship with External Auditors
  • Since the Financial Crisis
  • Increased role of Audit Committees
  • Case Studies:HBOS,Carillion

Nominations Committee

Who to appoint

  • Roles and responsibilities
  • Succession Planning
  • Talent Management

Remuneration Committee

Membership

  • Main role
  • Executive Pay.The issues
  • Pay and Performance
  • Equity Ownership
  • Disclosures
  • Dividend issues

Board Malfunction

  • Why do Boards malfunction
  • Games and Power play
  • Importance of Chairman
  • Groupthink
  • Tone at the top
  • Role of non executive directors
  • Case Study:Credit Suisse

Board Evaluation

  • WhyProcess.From questionnaire to full process
  • The Regulatory environment
  • Who should do it
  • Working on feedback
  • Conflict issues
  • Working towards improvement
  • Case Study:Devising a Board Effectiveness Questionnaire

Description

Our practical Corporate Governance Masterclass examines current best practice in all aspects of corporate governance, from the new role of board committees and directors' responsibilities and powers, to best implementation of governance in day-to-day activities. The costs and benefits of best practice governance will be examined and practical guidance will be given on such issues as the relationship with shareholders and other stakeholders, managing and meeting the expectations of the market, international investors and local government and regulatory authorities. The course will also discuss the challenges of implementing best-practice corporate governance in emerging markets and will include the specific requirements of banks and financial institutions.

How will this course assist you?

This comprehensive 5-day programme will cover:

  • The current state and direction of best practices in corporate governance
  • Implementing and embedding best practices within your organisation /institution
  • How to structure board committees, institutional policies and procedures to conform to international requirements and expectations
  • How to communicate governance procedures to outside stakeholders including shareholders, governments and communities
  • Implementing governance directives within the management of the institution
  • Analysing the governance of other institutions
  • Governance as a competitive edge
  • Identifying and maximising the financial benefit from improved corporate governance and procedures

Experts

Jean Poussan

Jean Pousson is a Director and founding shareholder of Board Evaluation Limited, a specialised consultancy practice set up in 2011 which provides board evaluation,strategic health checks,and various training and consultancy services to an international client base.He is a regular contributor to s...

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Corporate Governance Masterclass at Euromoney Learning Solutions

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Disclaimer

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