COURSE OUTLINE
DAY 1: INTRODCTION TO CORPORATE GOVERNANCE
- The early days: Merchants & Monopolists.
- Definition & Scope of Corporate Governance.
- Corporate VERSUS Management.
- Performance & Conformance aspects of Governance.
- Alternative Board S[]’#tructures.
DAY 2: THEORIES & PHILOSOPHIES OF CORPORATE GOVERNANCE
- Agency Theory.
- Stewardship Theory.
- Resource Dependency Theory.
- Enlightened Shareholder Theory.
- Differing Boundaries & Levels: Systems Theory.
DAY 3: THE GOVERNANCE PARTNERSHIP: Investors, Companies & Directors
- Shareholder Rights, Stewardship & Activism.
- Different types of Directors.
- Directors’ Legal Duties & Rights.
- The Board Leadership Role of the Chairman.
- The Corporate Officers.
DAY 4: THE REGULATORY FRAMEWORK
- Legislation, Regulation & Corporate Governance Codes.
- Corporate Regulation in the US.
- Corporate Regulation in the UK.
- Corporate Regulation in other countries.
- Principles of Prescription: The Governance Debate.
DAY 5: MODELS OF CORPORATE GOVERNANCE
- How Context & Culture affect Corporate Governance.
- The American Rules-Based Model.
- The UK/Commonwealth Principles-Based Model.
- The Continental European Two-Tier Model.
- The Japanese Business Network Model.
- The Asian Family-Based Model.
DAY 6: FUNCTIONS OF THE BOARD
- What the board does?
- Balancing the Board’s Performance & Conformance Rules.
- Board Committees’ Functions & Authority.
- Delegating Board Functions to Management.
- Corporate Transparency.
DAY 7: THE GOVERNANCE OF CORPORATE RISK
- The Global Financial Risks: A new emphasise on Corporate Risk.
- Levels of Risk: the concept of Enterprise Risk Management.
- Responsibility for Risk Profiling, Risk Strategy, Risk Policy & Risk Supervision.
- Identifying types of risks.
- Risk Management Information Systems.
DAY 8: CORPORATE SOCIAL RESPONSIBILITY (CSR) & SUSTAINABILITY
- The concept of CSR.
- Changing expectations in the governance of organisations.
- Sustainability & the Triple-Bottom Line.
- Communication with Stakeholders: Integrated Reporting.
- The United Nations Global Reporting Initiative.
DAY 9: COMPLIANCE OF LISTED COMPANIES
- Ownership of Listed Companies.
- Shareholders Rights & Relations.
- The Governance of Complex Corporate Structures.
- Block-Holders & Universal Ownership.
- CASE-STUDY 1.
DAY 10: THE FUTURE OF CORPORATE GOVERNANCE
- The frontiers of Corporate Governance.
- Beyond the frontiers of Corporate Governance.
- New Corporate Governance Policies & Practices.
- Society’s changing expectations.
- CASE-STUDY 2.