The Board & Corporate Governance

Introduction

• Some Basic Principles
• What is the role of the board?
• What is corporate governance?
• The international perspective - divergence or convergence?
• US Sarbanes Oxley
• UK-style voluntary code
• Rules based versus principles based
• The “outcomes” approach
• The Senior Managers Regime
• Regulatory expectations – what does “good” look like
• The “risk based” & “proportionate” approaches

Corporate Governance

• Why does good corporate governance matter
• The “macro” given priority over the “micro” overview
• What does “good” look like
• How does good boardroom practice lead to good performance
• Staying in control of the key components of the bsusiness
• Countering the threat of short term capital and liquidity flows and any other key business vulnerabilities
• Assessing governance in others
• Governance in banks - the agency problem; opaqueness, complexity & more recently WFH
• The role of the bank in improving the governance of the corporate sector
• How poor governance can cause systemic financial crises
• Case Study/Example

Legislative Framework

• The the legal responsibilities of directors
• Listing requirements: how capital markets impose corporate governance requirements:
• Corporate governance codes;
• Recent regulatory trends in corporate governance
• How to develop a corporate governance code for your company
• Governance disclosures: governance as a competitive edges
• Case Study/Example

The Role of the Board

• Principles of independence and leadership
• Building the right working relationship between Board and management
• The Board’s responsibilities for:
• Management oversight
• Protection of stakeholders’ rights
• Disclosure and transparency
• The company’s strategy
• Board Composition
• Independent and non-executive directors – now more important than ever 
• New expectations 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
• Case Study/Example

The Board in Practice

• What are committees for
• The impact of the SMCR on decision making & risk ownership
• Rules and principles for committees.
• 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 – external becoming more intrusive
• 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 
• Pay for performance – for board members?
• Case Study/Example

Governance & Risk

• The oversight of risk
• Assigning responsibility in management 
• The role of Chief Risk Officer
• Reporting line practices 
• Modern systematic approaches to risk management
• Tools for the Board 
• Enterprise Risk Management  
• Extreme event management
• Case Study/Example

Dealing With Key Stakeholders

• Disclosure and financial reporting best practice’ 
• Investor relations: the practicalities for the board 
• Communicating governance inside and outside the company 
• Shareholders and their rights 
• Shareholder stewardship; communications between board and shareholders 
• Dealing with shareholder activism  
• Managing the annual shareholders’ meeting

Course Conclusion and Review / Feedback