Excellence in Corporate Governance

Excellence in Corporate Governance

Some Basic Principles; the Level Playing Field

• What is the role of the board? What is corporate governance? 
• The international perspective - divergence or convergence? 
• US Sarbanes Oxley - act style legislation vs. UK-style voluntary code

Some Basic Principles; the Level Playing Field

• What is the role of the board? What is corporate governance? 
• The international perspective - divergence or convergence? 
• US Sarbanes Oxley - act style legislation vs. UK-style voluntary code

Corporate Governance – the Business Case

• The rewards: a study of share performance metrics 
• Corporate performance and boardroom practices - the link 
• Benefits to the economy: The ‘corruption premium’ and the cost of accessing global capital 
• Foreign direct investment; countering the vulnerability of short term capital flows 
• Assessing governance in others

Good Corporate Governance and Emerging Markets

• Why governance is essential in emerging markets 
• Information asymmetries and inequalities 
• The patterns of ownership in emerging markets; The protection of minority investors 
• Convergence to the OECD norms?

Industry Specifics: Banks; Government Companies

• Governance in banks - the agency problem; opaqueness, “rogue traders” 
• The role of the bank in improving the governance of the corporate sector 
• How poor governance can cause systemic financial crises

Legal and Regulatory Frameworks for Governance

• Then 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

Ethics, Corporate Social Responsibility

• Corporate structures for ethics 
• Developing an Ethics Code 
• The role of the “whistle blower”.; setting up internal hot-lines 
• The place and principles of corporate social responsibility

Boards, Directors and Board Committees

• Principles of independence and leadership 
• Building the right working relationship between Board and management 
• The Board’s responsibilities

The Board’s Composition and Processe

• Independent and non-executive directors 
• Are independent directors the solution? 
• New powers for non-executive directors, stiffer penalties for negligence 
• Rule of engagement: defining the non-executive director 
• How two-tier boards imbed ‘independence’ – sometimes at a cost 
• Board meetings basics; information for directors

Board Committees – the Audit Committee

• What are committees for? - rules and principles for committees. 
• The role of the Audit Committee 
• Audit Committee membership and expertise requirements; “financial literacy” requirements; processes and procedures 
• Resources for Audit Committee members 
• Relationships with internal and external auditors 
• Managing changes in membership 
• Structuring internal audit oversight, reviewing internal controls

The Board – Nominations and Compensation

• 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?