Dates                                                                                
 
10 December 2008
3 February 2009
4 June 2009
3 November 2009                      
 
Course Overview

This course reviews all the principal aspects of corporate governance in the United Kingdom and covers current legislation, rules, regulations and best practice.

With the recurrence of major corporate scandals surfacing fairly regularly, a clear recognition and understanding of the inter-related responsibilities of directors, shareholders, auditors, regulators and the current legislative background to commercial activities are a critical factor in the limitation of similar problems arising in future.

Participants will gain a good working knowledge of the corporate responsibilities of those who control, manage and monitor the activities of a quoted company for the benefit of its shareholders and other stakeholders.

Course Content

The framework of corporate governance
Cadbury, Greenbury, Hampel
Turnbull, Smith, Higgs
The Combined Code
FSMA 2000
The Model Code on directors’ dealings
The Takeover Code
Money laundering
The Companies Act 2006

The requirement for corporate governance
What went wrong
The protection of capitalism
Encouragement of corporate honesty
Competent independent directors
Leading by example
Corporate governance and shareholder value?
Corporate governance fatigue
Searching for the right balance

The Combined Code in detail
Main principles
Supporting principles
Code provisions
Comply or explain
Purple book requirements
Chairman & CEO (division of roles)
A balanced board
Appointments to the board
Directors’ remuneration & performance evaluation
Internal control & risk management
Accountability & audit
Audit & remuneration committees
Guidance on internal control
Whistle blowing
Constructive dialogue with shareholders

Roles & responsibilities
Chairman
Executive directors
Non-executive directors
Shadow directors
Alternate directors
Associate directors
Functions and authority of the board
Board meetings
Fiduciary duty
Duty of skill and care
Company secretary
Constructive use of AGMs
Managing an AGM
Wrongful & fraudulent trading
Changes resulting from the Companies Act 2006