Advanced Corporate Legal Advisers and Chartered Company Secretaries

What is Corporate Governance?

• Essential structures of corporate governance
• Principle functions and responsibilities of the Board
• Setting the company strategic direction
• Establishing corporate values
• Holding the executives to account
• Maintaining the corporate reputation

Environmental Social and Governance (ESG)

• The pressure for corporate behaviour change
• The Legal Background of ESG
• Company directors’ obligations and ESG
• Voluntary measures

Company Directors and Company Boards

• Duties of a Director
• Promoting the success of the company
• Role of the chairman
• Executive and Non-executive directors
• Making a difference using
• non-executive directors

Roles and Responsibilities of Company Secretary

• Assisting the Board
• Record keeping
• Managing the registered office
• Supporting and managing board and company meetings

Corporate Failure Resulting from Poor Governance

• The ineffective board
• Examples of corporate failure: Maxwell Polly Peck Enron
• Analysis of the banking crisis as a failure of governance
• Sarbanes-Oxley and other regulatory responses to corporate governance failure
• Lessons learned from corporate failures

Resolving Legal Disputes

• Where do the problems occur?
• Resolving disputes without
• recourse to the courts
• Alternative dispute resolution techniques – arbitration mediation conciliation
• Other dispute procedures

Protecting Shareholders and Other Stakeholders

• The UK Corporate Governance Code
• The Comply or Explain rule
• How to protect the shareholder?
• Communicating with the shareholder
• Legal framework for corporate governance

Negotiating Drafting and Structuring Legal Agreements

• Contract law refresher
• Drafting legal agreements
• Negotiation principles
• Tools and techniques for negotiation
• What are our negotiables?

Corporate Behaviours – Best Practices

• Company director duties
• The role of the NED
• Creating an effective board
• Corporate conduct – the social responsibilities of the company
• Consequences of failure in corporate behaviour

Roles and responsibilities of corporate legal department

• What’s in the job of the in-house lawyer?
• Adding value to company performance
• Identifying and reducing corporate risks
• Measuring the effectiveness of the corporate legal department