DAY ONE

8:30 - 8:55 – Registration and coffee

9:00 - 09:20 – Welcome and introduction to course objectives

• Understanding the UK corporate governance framework
• The 20th century governance background - Examining the development of the UK Corporate Governance Code
• Evaluating traditional roles, responsibilities and structures
• Establishing the benefits of improved governance

10:30 - 10:45 – Coffee

• Directors’ duties and the legal risks
• Duties – general and specific
• Reporting – shareholders and stakeholders
• Risks – shareholder litigation, regulator prosecution and disqualification
• Protections – systems and resources, and indemnity and insurance

12:30 - 13:30 - Lunch

• Implementing an effective risk management strategy
• What is risk? - Analysing important risks facing businesses in the 21st century
• Examining the essentials for an effective risk management process, including strategy, risk mapping, transparency and accountability and how to embed risk awareness into corporate culture
• Overview of modern risk models – Turnbull, COSO, Basel II
• Risk fitness test: - Take the risk fitness test and evaluate how well your organisation’s risk management process shapes up in terms of best practice

15:15 - 15:30 – Coffee

• Highlighting the scandal factor, corporate integrity and how directors should behave
• Examining headline cases
• Key areas of concern – effectiveness of audit, scrutiny of executives, design of remuneration packages
• Fraud in focus – how to take a strategic, risk based approach -
• Controls framework – control environment, prevention and detection
• Fraud awareness quiz

17:00 – Close

DAY TWO

• Developing an effective and talented board post - Higgs -
• Board basics – governance process model
• Leadership – the crucial role of the Chairman
• Non-executive directors – independence criteria and scrutiny requirements
• Board and committee structures
• Board analysis – how does your board compare to others in terms of the performance drivers built into the Code?

10:30 - 10:45 – Coffee

• Examining the different approaches to Governance Issues
• Other UK governance models – AIM, public sector, GOCO - The US perspective (Sarbanes-Oxley Act 2002 and recent developments)
• Other governance models around the world
• Key governance issues – performance evaluation, training and development, diversity
• Discussion forum – through short presentations, delegates will discuss how the key governance issues of the day are handled in practice

12:30 - 13:30 – Lunch

• Understanding latest issues surrounding the key board committees (remuneration and audit)
• Remuneration committee – tying remuneration to performance
• Elements of total pay & transparency of directors’ remuneration
• Responsibilities and composition of the audit committee
• Relationship with internal and external audit and evaluating the audit process

15:15 - 15:30 – Coffee

• Business ethics – how to match values and behaviours
• Definitions and scope – examining “grey areas” of business conduct
• Individual characteristics and corporate culture – the key drivers of behaviour
• The modern business ethics toolkit
• Practical model for making business ethics work

17:00 – Summary and close

"It gave a good overview of the subject and increased my understanding of Board and NED responsibilities"

"The lecturer was a great source of knowledge"

"It was an exceptional opportunity to familiarise myself with best practices and real case studies "

"Thank you for such a useful course"