International Corporate Governance

 Corporate Governance is about helping to prevent corporate scandals, fraud, and potential civil and criminal liability in the company or organization. Corporate Governance is also about good business, and what’s good for the business. A good corporate governance image enhances a firm’s reputation and makes it much more attractive to its investors, suppliers, and customers.

This course gives you an overview of the regulation, frameworks, and principles behind good corporate governance policy and practice. The aim is to give you an understanding of core governance debates and issues, practical advice on compliance and familiarity with accepted best practice.

Objectives

The objectives of this three-day course are to embed the principles of good business governance and to provide an understanding of the following important areas:

Shareholders and Stakeholders

• Stakeholder groups
• Guidance on shareholders’ and stakeholders’ interests
• Roles of shareholders and stakeholders

The Role of Institutional Investors in Corporate Governance

• Influence of institutional investors
• Stewardship
• Development of guidance on institutional investors’ responsibilities
• Private equity and sovereign wealth funds (SWFs)
• Tools of corporate governance
• Corporate governance and corporate performance

Socially Responsible Investment (SRI)

• Strategies for SRI
• Institutional investors’ policies
• International guidance
• CSR indices
• Corporate social responsibility (CSR)
• The impact on shareholder value

Directors and Board Structure

• Unitary board versus dual board
• Role, duties, and responsibilities
• Chief executive officer (CEO), chairperson, senior independent director, and company secretary
• Board subcommittees
• Remuneration, nomination, risk, and ethics committees
• Non-executive directors
• Director evaluation
• Succession planning
• Board diversity

Directors’ Performance and Remuneration

• The directors’ remuneration debate
• Key elements of directors’ remuneration
• Role of the remuneration committee and remuneration consultants
• Performance measures
• Remuneration of non-executive directors
• Disclosure of directors’ remuneration
• International guidance on executive remuneration
• ‘Say on pay’

WHO SHOULD ATTEND

The course is designed for:

• Strategic or Operational and Specialist Managers, including Company Secretaries and Executives
• Anyone interested in finding out about international business corporate governance
• Legal departments and practitioners who want to update their understanding or who are new to their role and need to know about international compliance
• Employees, particularly managers, wanting to understand how organizations can put governance and ethical commitments into practice
• Those who have responsibility for producing and implementing governance policies and procedures
• Other professionals interested in financial performance
• Senior managers/Board members requiring an understanding of Corporate Governance

LEARNING OUTCOMES/OBJECTIVES

On completion of this course, participants will have developed competencies that will see them flourish in their careers and become valued employees.

In particular they will:

• Understand the rights of shareholders and develop the competencies to communicate effectively with shareholders, helping them to exercise their rights
• Develop the competency to recognise the interests of and communicate with organisational stakeholders
• Develop an understanding of the role of the Board and acquire the competency to manage the challenges that face board members on a day to day basis in terms of governance
• Develop the competency to develop policies and processes relating to governance and ethics

Understand the transparency and disclosure responsibilities of the Board in terms of Governance

COURSE CONTENT

Day One

• What is Corporate Governance
• The difference between shareholders and stakeholders.
• The various different stakeholder groups.
• An overview of the way that shareholders and stakeholders are provided for in various corporate governance codes and guidelines.
• The roles that shareholders and stakeholders can play in companies and the development of corporate governance.
• Who institutional investors are.
• The growing influence of institutional investors and why they are increasingly interested in corporate governance.
• The importance of institutional investors’ relationships with their investee companies and the role of stewardship.
• The ‘tools of governance’ that institutional investors have available to them.
• How to assess the potential impact of corporate governance on corporate performance.

Day Two

• The origins of socially responsible investment.
• The different approaches that may be used for socially responsible (ethical) investment.
• The role of institutional investors in socially responsible investment.
• The different ethical indices that may be used to assess performance of socially responsible funds.
• The evidence analysing the performance of socially responsible investment funds.
• The distinction between unitary and dual boards.
• The roles, duties, and responsibilities of directors.
• The rationale for key board committees and their functions.
• The criteria for independence of non-executive (outside) directors.
• The role and contribution of non-executive (outside) directors.

Day Three

• The importance of board evaluation, succession planning, and board diversity.
• The main features of the directors’ remuneration debate.
• The key elements of directors’ remuneration.
• The role of the remuneration committee in setting directors’ remuneration.
• The different measures used to link directors’ remuneration with performance.
• The disclosure requirements for directors’ remuneration.
• Possible ways of evaluating directors.

Course FacilitatorThis course will be delivered by Dr. Marshall Potts, an International Business Consultant, and Management Development Specialist. He has extensive experience in Human Resources Management, organizational and personal development.

Dr. Potts is a Member of the Institute of Business Ethics and Global Ethics Net Geneva amongst other professional memberships.

With a background in Personal and Business Psychology – Transformational Organisational Change – Leadership, Management Development, and Learning, he has the credibility to influence senior decision makers, as well as the international business and training experience to make this course both memorable and informative.

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