The Board & Corporate Governance

Introduction

Corporate Board training provides a comprehensive overview of the frameworks, principles, and regulatory expectations shaping effective governance practices worldwide:

• Basic principles

• The role of the board

• What is corporate governance?

• The international perspective: divergence or convergence?

• US Sarbanes-Oxley Act-style legislation

• UK-style voluntary code

• The Senior Manager's Regime

• Regulatory expectations

Key Issues Addressed

• Why good corporate governance matters

• What does 'good' look like?

• Does good boardroom practice lead to good performance?

• The ‘corruption premium’ and the cost of accessing global capital

• Countering the vulnerability of short-term capital flows

• Assessing governance in others

• Governance in banks - the agency problem: opaqueness, “rogue traders”

• The role of the bank in improving the governance of the corporate sector

• Corporate board training assesses how poor governance can cause systemic financial crises

• Case Study/Example

Legislative Framework

• Legal responsibilities of directors

• Listing requirements: how capital markets impose corporate governance requirements

• Corporate governance codes

• Recent regulatory trends

• How to develop a corporate governance code for your company

• Governance disclosures: governance as a competitive edge

• Case Study & Example

The Role of the Board

• Principles of independence and leadership

• Building the right working relationship between the board and management

• The Board’s responsibilities: Management oversight

• Protection of stakeholders’ rights

• Disclosure and transparency

• The company’s strategy

Board Composition

Sessions consider theindependent and non-executive directors

New powers for non-executive directors, stiffer penalties for negligence

Rule of engagement: defining the non-executive director

How two-tier boards embed ‘independence’ – sometimes at a cost

Board meetings basics: information for directors concludes this corporate board training section

Case Study/Example

The Board in Practice

• What are committees for?

• Committee rules and principles

• The role of the Audit Committee

• Other key committees

• Membership and expertise requirements, “financial literacy” requirements, processes and procedures

• Resources for Committee Members

• Relationships with internal and external auditors

• Managing changes in membership

• Structuring internal oversight, reviewing internal controls

• Board nominations: whom to appoint to the board?

• Sourcing directors

• Creating effective board appraisals and assessments

• How the board should manage succession planning

• Setting pay and compensation in the company: basic principles

• Case Study/Example

Governance & Risk

Learn how boards oversee risk, assign accountability and strengthen governance in this practical board governance course.

• The oversight of risk

• Assigning responsibility in management

• The role of the Chief Risk Officer

• Reporting line practices

• Modern systematic approaches to risk management

• Tools for the board

• Enterprise Risk Management (ERM)

• Extreme event management

• Case study & example

Dealing With Key Stakeholders

• Disclosure and financial reporting best practices

• Investor relations: practicalities for the board

• Communicating governance inside and outside the company

• Shareholders and their rights

• Shareholder stewardship: communications between the board and shareholders

• Dealing with shareholder activism

• Managing the annual shareholders’ meeting concludes this board governance course

Review & Feedback

Training Objectives

Offering practical skills and insights, this board governance workshop focuses on the following key learning outcomes:

• Define important components, nature and requirements of corporate governance frameworks

• Integrate requirements harmoniously with existing initiatives

• Identify behavioural and procedural requirements of good governance

• Assign relevant roles, responsibilities, and accountability within an appropriate structure and culture based on values

• Appreciate the importance of risk governance and how to achieve it

• Participants develop an understanding of the board's assurance and information needs to support effective oversight and meaningful stakeholder engagement

Training Course Summary

Corporate Governance is not the same as management and demands different approaches, competencies, and styles. At Redcliffe, the aforementioned is covered in this board governance course.

Training delves into how organisations are directed and controlled, explores a process-specific toolkit and considers the oversight driving the highest standards of leadership, accountability, and behaviour.

Strong governance is a key enabler for boards and organisations to make well-informed, appropriate decisions and implement them effectively, whilst achieving critical stakeholder outcomes through acting fairly and appropriately.

New or updated corporate governance laws, regulations and directives are released frequently. It’s important to be aware of these.

Strong governance helps organisations build trust, transparency and accountability whilst supporting long-term investment, financial stability, business integrity and sustainable economic growth. These principles are explored throughout this corporate governance course.