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The Board & Corporate Governance

Build the trust, transparency and accountability necessary for fostering long-term investment, financial stability and business integrity to support stronger growth and more inclusive societies

Professional Conduct in Relation to Tax (PCRT) Training

A one-day course

  • We have delivered interactive workshops on this and similar topics for many years to different sized organisations and as a result, we are completely up to date with modern corporate governance thinking
  • We are privileged in having been asked to deliver risk management and corporate governance training to some of the world’s largest corporate clients so we are confident we know our stuff
  • Even at senior board level, we know the importance of making the training both relevant and fun
  • The learning is supplemented by real-life examples and interesting case studies that illustrate the key points
  • We bring this topic alive by delivering the training in a manner that ensures delegates can see the immediate relevance

Participants will:

  • Understand fully the importance of the “helicopter view” of the board and its key role in overseeing both the strategic direction of the business whilst maintaining an effective and “good" corporate governance framework.
  • Understand the role of the Board and its functions fully
  • Appreciate the importance of effective risk governance and how to achieve it
  • Be fully aware of the Board’s informational and assurance needs to discharge its oversight effectively while ensuring appropriate stakeholder engagement
  • Appreciate the latest interpretation of the three lines of defence model
  • Recognise the importance of maintaining control without actually managing the business


  • 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

Your course director has spent more than 40 years in the banking and financial sector, much of it in a senior managerial/Director role. He is a former Institute of Banking Lecturer, having gained distinctions in the exams. He is a subject matter expert on all aspects of retail, corporate and global banking, including risk management and regulatory compliance. He has lectured extensively to both leading global financial institutions and to smaller bespoke specialists. He has delivered extensive programs in all parts of the world including the USA, Europe, MENA, Africa, and Hong Kong. He is currently an accredited Master Trainer at two of the  world’s biggest GSIBs but is equally at home with smaller firms.

Corporate Governance is not the same as management and demands different approaches, competencies, and styles. It’s the way organisations are directed and controlled. It is the toolkit for the processes and the oversight which drives the highest standards of leadership, accountability, and behaviour.

Strong governance is a key enabler for Boards and organisations to make well informed and appropriate decisions, to implement them effectively, and achieve critical stakeholder outcomes by acting appropriately and fairly. New or updated corporate governance laws, regulations and directives are frequently released.

Good corporate governance is of increasing importance globally. Its purpose is to help build the trust, transparency and accountability necessary for fostering long-term investment, financial stability and business integrity, thereby supporting stronger growth and more inclusive societies.

During this workshop we consider what “good” looks like and how this can be achieved in practice.


Have this course presented In-House

  • On a date, time and in a location of your choice
  • Topics expanded or deleted to your bespoke requirements

Have this course pre-recorded

  • Full course recording edited exclusively for your company
  • Files converted to enable housing on your LMS

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