Euromoney Audit Training

Examining the current best practices of corporate governance and their implementation

A comprehensive 4 day programme covering:

·         The current state and direction of best practices in corporate governance
·         Implementing and embedding best practices within your organisation /institution
·         How to structure board committees, institutional policies and procedures to conform to international     requirements and expectations
·         How to communicate governance procedures to outside stakeholders including shareholders, governments and communities
·         Implementing governance directives within the management of the institution
·         Analysing the governance of other institutions
·         Governance as a competitive edge
·         Identifying and maximising the financial benefit from improved corporate governance and procedures

 

Day 1

Introduction, implementation, legislation

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

Case study: recent financial sector governance failures

· State owned enterprises and corporations: governance issues

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

Case study: Grupo Bancolombia S.A.

Ethics, corporate social responsibility

Ethics and culture: the board’s 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

Case studies: Australian Wheat Board and Iraq; Siemens A.G.

Day 2

Boards, directors and board committees

The Board – key principles and practicalities

· 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

Case study: where was the board? Enron and other catastrophic board failure.

The Board’s composition and processes

· 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

Case study: Hewlett Packard: “the worst board in the history of business”

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

Case study: Société Générale - a failure of culture and 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?

Case study: pay for non-performance – NYSE ($188 million); Disney ($100 million).

· Share ownership by directors – an alignment, or a conflict of interests?

· Executive pay: structuring the incentive

· How much should non-executive directors be paid?

· Recent controversies, and ‘best practice’ developments in compensation

· Remuneration disclosure

DAY 3

Personalities on the board

· The role and duties of chairman of the board

· Leading the company/leading the board – chairman styles

A study in contrasts: BP’s “where was the chairman?” vs. Singapore Airlines

· Experience of the business? – needed for the chairman?

· The importance and developing role of the board secretary

· The secretary – a Corporate Governance professional

· Resources for the board secretary

· Board evaluations: questionnaire or interview?

Case study: developing effective board assessment procedures - an exercise in tact.

· Maintaining directors’ effectiveness – structuring the job

· Director training

Governance and risk – responsibilities of directors and management

· The oversight of risk; assigning responsibility in management

· The role of Chief Risk Officer; reporting line practices

· Modern systematic approaches to risk management, and tools for the Board

· Enterprise Risk Management for companies: the new discipline

· Extreme event management

Case study: China Aviation Oil and the oversight of risk

The board and executive management

The practicalities of the correct relationship

· Chairman and chief executive – splitting the roles: the arguments for and against

· The CEO and the chairman – optimising relationships.

Case study: Olympus, the Chairman, the (foreign) CEO, and the ¥50 trillion Cayman Islands “advisory fee”

· Defining the CEO: requirements for successful company leadership

· Hiring the CEO

· Evaluating CEO performance; communicating the evaluation

· Management committees, and the board’s oversight of the management structure

Day 4

Governance in controlled companies

· Governance for family businesses

· Succession planning in family businesses; the role of the independent director

· How Boards can help family companies move towards an IPO / listing

· Transcending borders: the specific challenges of corporate governance for multinationals

· Ensuring effective governance in overseas subsidiaries: best practices

The board and strategy

· The board’s role in formulating and reviewing strategy

· Partnering with management in the process – who does what?

Case study: HIH Insurance and the missing strategy; Australia’s largest corporate failure.

· Mission and vision – the role of the board

· Changing the strategy; crisis management – what the board needs to do

· How mergers and acquisitions can destroy value: how the board can avoid the pitfalls

Shareholders, stakeholders, and the board

· Disclosure and financial reporting ‘best practices’

· Earnings management: when and when not

· 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

· Growing shareholder activism – the international perspective

· Managing the annual shareholders’ meeting

Case study: Prudential and AIA – time for a review of strategy and engagement with shareholders.

Improving corporate governance in your company

· A practical guide to developing corporate governance best practices in your company:

· Assigning responsibility for corporate governance within the company

· Integrating good corporate governance in your company

· What the board needs to do
What management needs to do

• Nicholas Krasno

  Nicholas Krasno has over thirty years experience in the financial and banking world. Prior to his career with Moody’s his specialisations in the corporate governance field included corporate governance advisory for companies, governance reviews and assessments and training for management and directors. He also advises on: strategic development; risk analysis and metrics; credit portfolio and capital management for banks and financial institutions including Basel II compliance; the development of securitisation and capital markets; prudential bank supervision and regulation, credit rating agency development and regulation.

Interested in holding this course in-house? Please fill out your details and a member of our team will be in touch with more information.

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