Course dates
This is a 4-day financial training programme covering:
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The strategic role of the board of directors.
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Shareholders’ rights.
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The increasing importance of institutional investors.
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The special situation of financial institutions.
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A comprehensive analysis of EMEA corporate governance systems.
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Corporate governance lessons from the financial crisis.
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Assessing corporate governance in your organisation.
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Corporate social responsibility as a business driver.
- Socially responsible investment.
Who should attend?
The course will be of value to professionals in the following areas:
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Directors.
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Senior management.
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Investors.
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Analysts.
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Regulators.
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Financial journalists.
- Lawyers.
Course Level
Corporate Governance, especially in the context of financial institutions, is currently the single most debated problem in commercial affairs, as witnessed by the virtual daily discussion of the problem in the financial press.
This training programme deals with the range of corporate governance issues that have so occupied financial circles and stakeholders in the recent past: the roles of boards of directors; the monitoring of risk; the rights of shareholders; the special role of institutional investors; corporate governance in Emerging Markets in the light of corporate governance developments in industrialised countries; and governance scandals which have driven demands for change.
Emphasis is placed on corporate governance issues in financial services, and a number of case studies are presented using video and other materials. The training programme concludes with an analysis of current proposals for reform.
Day 1
Introduction, the central role of corporate governance, codes of practice
Why is corporate governance so important?
- Dilemmas in holding corporations accountable.
- The role of the board of directors.
Case study: Enron.
The development of corporate governance codes
- OECD Principles.
- The influence of the Cadbury Report and the.
UK combined code
- World Bank/IMF involvement.
- The convergence of national corporate governance systems?
What is so special about corporate governance in banking?
- The role of banks in resource allocation.
- The claimed special circumstances:
- Opaqueness: information asymmetries.
- The regulatory environment.
The business case for corporate governance
- Enhanced financial performance.
- Access to capital.
- The effect on competitiveness.
- The effect on employee relations.
- The minimisation of litigation risk.
Case study: U.S. Alien Tort Claims Act.
Day 2
The Structure of corporate governance
The roles of the board of directors
- The board as watchdog.
- The board as strategist.
- The board as adviser.
Case study: WorldCom.
The board’s composition
- The role of the Chairman.
- Executive vs. non-executive directors.
- The board’s committees: audit, remuneration, nomination and risk.
- The ‘tensions’ related to non-executive directors.
- Qualities to look for in independent directors.
- The role of the Company Secretary
Case study: Lehman Brothers.
The new emphasis on directors’ remuneration
- The directors’ remuneration debate.
- Key elements of directors’ remuneration.
- Performance measures.
- The role of the remuneration committee.
- International guidance on executive remuneration .
Shareholders
Consequences of the separation of ownership and control
- The rights of shareholders.
- The special role of institutional investors.
- Shareholder activism.
Case study: CalPERS vs GlaxoSmithKline – The sale of drugs to developing countries.
Stakeholders
- Identifying a company’s ‘stakeholders’.
- Stakeholder mapping.
- The power and influence of stakeholders.
- Engaging stakeholders through partnership
Case study: Greenpeace vs Shell – The Brent Spar.
Day 3
Insights from international experience
An overview of corporate governance systems
- The United States.
- The United Kingdom.
- France.
- Germany.
- Japan.
Corporate governance in emerging markets
- The patterns of ownership in emerging markets.
- The BRIC countries:
- Brazil.
- Russia.
- India.
- China.
- South Africa.
- Egypt.
- United Arab Emirates.
How are banks regulated and supervised around the world?
- The rationale for regulation.
- Types of regulation.
- Systemic regulation: deposit insurance and government safety nets.
- Prudential regulation: consumer protection.
- Conduct of business regulation: information disclosure, fair business practices, integrity of financial institutions.
- Limitations of regulation.
- Moral hazard.
- Agency capture.
- Costs of compliance.
Case Study: Northern Rock.
Day 4
Learning from the financial crisis
Basel II
- Pillar 1: minimum capital requirements.
- Pillar 2: supervisory review.
- Pillar 3: market discipline.
- Revising Basel II.
Corporate governance lessons from the financial crisis
- Lessons concerning poor risk management.
- Lessons concerning misaligned remuneration and incentive systems.
- Lessons concerning regulatory inadequacies.
- The significance of the OECD and Financial Stability.
Board reports
Case studies: Lehman Brothers and Bear Sterns.
Assessing corporate governance in your company
- The World Bank’s template for assessment.
- The responsibilities of the board.
- The rights of shareholders.
- The equitable treatment of shareholders.
- The role of stakeholders.
- Disclosure and transparency.
- Strategies for change?
Corporate Social Responsibility (CSR) as a business driver
- The broad meaning of CSR:
- Labour issues.
- Human rights issues.
- Environmental issues, especially water usage and climate change.
- Corporate philanthropy.
- Product quality and product safety.
- Corrupt business practices.
- The business benefits of CSR.
- Investor relations and access to capital.
- Competitiveness and market positioning.
- Employee relations: recruitment, retention and productivity.
- The minimisation of litigation risk.
- Enhanced ‘license to operate’.
- The relevance of corporate governance to CSR performance.
Case studies: Shell and CalPERS vs GlaxoSmithKline: Drugs for Developing Countries
Socially responsible investment
- Investment strategies.
- Negative screening.
- Divesting.
- Shareholder activism.
- Positive screening.
- Principles for Responsible Investment (PRI).
- Review of the principles.
- Analysis of current practice.
- Recent developments.
- Equator Principles in development project finance.
- Review of the principles.
- Recent developments.
- A paradigm shift in investment strategies?
Case studies: Ilisu dam project (Turkey) and climate change.
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The course director is an international lawyer. For the past decade, he has given training programmes on CSR/Corporate Governance to more than 500 companies in Europe and in Emerging Markets, especially in China. He is also the author of the forthcoming study International and Comparative Corporate Governance.
He is the former Dean of the Law School at the National University of Ireland (Galway). At Galway, he was the Chairman of an annual workshop, designed for in-house legal counsel, on the legal problems of multinational companies. He has also been a Visiting Professor at Harvard University and Peking University Law School.
Courses run by this instructor
Johannesburg Hotel, Johannesburg, South Africa
This programme takes place on a non-residential basis at a central Johannesburg hotel. Non-residential course fees include training facilities, documentation, lunches and refreshments for the duration of the programme. Delegates are responsible for arranging their own accommodation, however, a list of convenient hotels (many at specially negotiated rates) is available upon registration.
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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