By the end of this course, delegates will learn about:

• To familiarize participants with the duties of company directors
• To examine how company boards organize themselves
• To alert attendees to the underlying issues which led to the creation of corporate governance as a discipline
• To highlight the checks and balance that apply to the boards of listed companies
• To study the framework of governance rules that has been created by the UK Corporate Governance Code.
• To refresh existing and develop new commercial skills for executives working in or managing the legal function
• To highlight the importance of the Company Secretary’s role
• To practice tools and techniques in negotiation

• Company Executive and Non- Executive Directors
• Shareholder representatives
• Pension and Investment Fund Managers
• Public officials in a regulatory, supervisory or compliance functions
• Company Secretaries of public companies
• Executives involved in strategic and operational functions, including finance, corporate strategy, human resources, and government affairs.
• Senior managers involved in setting up corporate governance initiatives
• Corporate lawyers who wish to improve their understanding of new company law developments concerning corporate responsibility.
• Investor Relations managers responsible for their organization’s dealings with the finance community.

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 (CSR)

• 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

Roles and responsibilities of company secretary

• Assisting the Board
• Record keeping
• Managing the registered office
• Supporting and managing board and company meetings

Roles and responsibilities of corporate legal department

• Typical functions
• Adding value to company performance
• Reducing corporate risk
• Measuring corporate legal performance

Resolving legal disputes

• Litigation
• Principles of Arbitration
• Non-binding dispute resolution methods
• Mediation
• Conciliation

Negotiating, drafting and structuring legal agreements

• Contract law refresher
• Drafting legal agreements
• Negotiation principles
• Tools and techniques for negotiation
• What are our negotiable?
• BATNA

CDGA attendance certificate will be issued to all attendees completing minimum of 75% of the total course duration.