Course Overview

This advanced course offers depth on complex legal and corporate governance issues, strategic compliance management, and the evolving role of legal advisers and company secretaries in corporate leadership.

Course Topics

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

Environmental Social and Governance (ESG)

• The pressure for corporate behaviour change
• The Legal Background of ESG
• Company directors’ obligations and ESG
• Voluntary measures

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

Roles and Responsibilities of Company Secretary

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

Corporate Failure Resulting from Poor Governance

• The ineffective board
• Examples of corporate failure: Maxwell Polly Peck Enron
• 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

Resolving Legal Disputes

• Where do the problems occur?
• Resolving disputes without
• recourse to the courts
• Alternative dispute resolution techniques – arbitration mediation conciliation
• Other dispute procedures

Protecting Shareholders and Other Stakeholders

• The UK Corporate Governance Code
• The Comply or Explain rule
• How to protect the shareholder?