Corporate Governance: Principles, Policies and Best Practices

Why Attend

Corporate governance is a critical topic that has recently started attracting more attention in business schools and among legislatures, with this trend only increasing. While there are different models for corporate governance, all of them aim to organize the relationship between the company and its stakeholders. Governance models start with Shareholder Wealth Maximization (SWM), which stresses owners' rights, as applied mainly in the US and UK. Other methods of governance, applied in Germany or Japan, for example, bring other stakeholders, such as the workforce and bankers, into play. In addition to these models, this course also covers why board membership may be one tier or two tiers and includes discussions about board structure, committees, their functions and duties, the audit committee, and the appointment and remuneration committee. Other topics discussed are the chairman's role and the effect of institutional investors.

Course Methodology

The course is built on presentations by the instructor and the participants and includes exercises and case studies to be discussed in the training.

Course Objectives

By the end of the course, participants will be able to:

• Explain corporate governance and its principles and benefits
• Evaluate the advantages of different corporate governance models
• Define and defend the roles of the different stakeholders in governance
• Advise on best practices in efficient corporate governance
• Recommend best practices in transparency and disclosure

Target Audience

Board members, chief financial officers, senior management, directors, finance managers, financial controllers, accounting and finance personnel, legal counsel, corporate legal advisors, corporate secretaries, lawyers, external and internal auditors, HR managers, and department heads.

Target Competencies

• Understanding board of directors structure
• Analyzing board committees
• Assessing board power
• Defending shareholder rights and responsibilities
• Employing the control environment
• Evaluating wealth maximization
• Identifying stakeholders rights

Overview of Corporate Governance (CG)

• Definition of corporate governance
• The scope of corporate governance
• Corporate governance principles
• The macro governance picture
• Corporate governance benefits
• Reputation, competition and ethics
• Code of conduct

Models of Governance

• Shareholder Wealth Maximization (SWM) model
• Corporate Wealth Maximization (CWM) model

International models of corporate governance

• Japanese Model
• German Model
• Corporate governance failure

The Stakeholders

• Shareholders' rights
• The board of directors
• Directors’ duties and rights
• The chairperson
• The executive management
• ICGN on executive remuneration
• The institutional investors

Building Efficient Governance

• Board selection, remuneration, and evaluation
• Board independence
• The efficient board
• Communicating corporate governance
• ICGN on anti-corruption
• OECD on corporate governance framework
• Assessing corporate governance efficiency

Transparency and Disclosure

• OECD advice on transparency
• ICGN advice on transparency
• Disclosure of remuneration
• AICPA on Related party transactions
• ICGN advice on access to information