Course content
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Why Attend
Corporate governance is a very important topic that started getting more attention in business schools and among legislatures a few years ago, with this trend only increasing. There are different models for corporate governance but all aim at organizing the relation between company and stakeholders. Governance models start with Shareholder Wealth Maximization (SWM) that stresses owners rights, as applied mainly in the US and UK. Other methods of governance, applied in Germany or Japan for example, bring other stakeholders strongly into play: mainly the workforce and the bankers. In addition to these models, this course also covers the reasons why board membership may be one tier or two tiers, and includes discussions about board structure, committees, their functions and duties, especially the audit committee and the appointment and remuneration committee. Other topics discussed are the role of the chairman and effect of institutional investors.
The training is built on presentations by the instructor and the participants. It also includes exercises and case studies to be discussed in the training.
By the end of the course, participants will be able to:
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List the essential fundamentals and significance of corporate governance
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Analyze corporate governance models and suggest improvements
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Assess the ethical and policy considerations underpinning shareholders, board of directors (BOD), auditors, senior management and executives
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Decide on corporate governance structure that is best suitable for the business model
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Deploy corporate governance best practices
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Apply disclosures and transparency requirements issued by IFRS and other authorities
Board members, chief financial officers, senior management, directors, finance managers, financial controllers, accounting and finance personnel, legal counsel, corporate legal advisors, corporate secretaries, lawyers, external and internal auditors, HR managers, and department heads.
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Understand BOD structure
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Analyze board committees
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Assess board power
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Defend shareholder rights and responsibilities
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Employ the control environment
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Evaluate wealth maximization
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Identify stakeholders rights
Course Outline
Overview of Corporate Governance (CG)
Definition of corporate governance
The scope of corporate governance
Essential corporate governance principles
The macro governance picture
Philosophies affecting corporate governance
CG code of conduct and global principles
Models and mechanism of CG
Shareholder Wealth Maximization model (SWM)
Corporate Wealth Maximization model (CWM)
International models of corporate governance
The board of directors
Audit committee
Environment for corporate control
Stakeholders in corporate governance
Stakeholders
Shareholders rights
Different types of directors
Directors’ duties and rights
Role of chairman and corporate officers
Internal auditors and external auditors
Institutional investors and minority stakeholders
Organization for Economic Cooperation and Development (OECD) view on stakeholders
Deloitte governance framework
KPMG professional judgment process
Risk based decision making
CG failure effects
The efficient board
Functions and structures of corporate governance
Starting from board of directors
Alternative board structures
Unitary and two tier board models
Independence of the board
Selection, remuneration and evaluation of the board
Analyzing current company’s CG system
Planning and organizing CG objectives and resources
Communicating and implementing CG principles
Practical corporate governance best practices
International Corporate Governance Network (ICGN)
OECD corporate governance principles
Disclosure and transparency
Financial and operating results versus company objectives
Remuneration policy for board members and key executives
Related party transactions
Timely, accurate and cost efficient access to information by users
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