Advanced Corporate Legal Advisers and Chartered Company Secretaries

This programme combines the best of our corporate governance subject areas with key elements of the function of the Company Secretary and In-house Legal Department. Poor corporate governance, including weak boards of directors, overbearing Chief Executives, and group-think by external advisers, has over the years contributed to the downfall of many major companies - as was the case in Enron and WorldCom, and more recently in many international financial institutions. During the two weeks of the programme, participants will learn about the mandatory and voluntary checks and balances that should be in place in company structures to reduce the risk of catastrophic governance failure. They will draw lessons from the many examples of good and bad corporate governance practice in private sector and state owned companies. They will learn about new obligations of Corporate Social Responsibility and Strategic Risk Management that frequently sit with those senior individuals responsible for protecting the company’s reputation. Finally, delegates will take away enhanced legal skills in negotiating and structuring contracts and in dispute resolution.

• Company Executive and Non- Executive Directors
• Shareholder representatives
• Pension and Investment Fund Managers
• Public officials in a regulatory, supervisory or compliance functions
• Company Secretaries of public companies
• Executives involved in strategic and operational functions, including finance, corporate strategy, human resources, and government affairs.
• Senior managers involved in setting up corporate governance initiatives
• Corporate lawyers who wish to improve their understanding of new company law developments concerning corporate responsibility.
• Investor Relations managers responsible for their organisation’s dealings with the finance community

• To familiarise participants with the duties of company directors
• To examine how company boards organise themselves
• To alert attendees to the underlying issues which led to the creation of corporate governance as a discipline
• To highlight the checks and balance that apply to the boards of listed companies
• To study the framework of governance rules that has been created by the UK Corporate Governance Code.
• To refresh existing and develop new commercial skills for executives working in or managing the legal function
• To highlight the importance of the Company Secretary’s role
• To practice tools and techniques in negotiation

What is corporate governance?

1. Essential structures of corporate governance
2. Principle functions and responsibilities of the Board
3. Setting the company strategic direction
4. Establishing corporate values
5. Holding the executives to account
6. Maintaining the corporate reputation

Company Directors and Company Boards

1. Duties of a Director
2. Promoting the success of the company
3. Role of the chairman
4. Executive and Non-executive directors
5. Making a difference using non-executive directors

Corporate failure resulting from poor governance

1. The ineffective board
2. Examples of corporate failure: Maxwell, Polly Peck, Enron, Worldcom
3. Analysis of the banking crisis as a failure of governance
4. Sarbanes-Oxley and other regulatory responses to corporate governance failure
5. Lessons learned from corporate failures

Protecting shareholders and other stakeholders

1. The UK Corporate Governance Code
2. The Comply or Explain rule
3. How to protect the shareholder?
4. Communicating with the shareholder
5. A Legal framework for corporate governance

Corporate Social Responsibility (CSR)

1. The pressure for corporate behaviour change
2. The Legal Background of CSR
3. Company directors’ obligations and CSR
4. Voluntary measures
5. Is CSR “Just Public Relations”?
6. CSR and corporate governance links

Roles and responsibilities of company secretary

1. Assisting the Board
2. Record keeping
3. Managing the registered office
4. Supporting and managing board and company meetings

Roles and responsibilities of corporate legal department

1. Typical functions
2. Adding value to company performance
3. Reducing corporate risk
4. Measuring corporate legal performance

Resolving legal disputes

1. Litigation
2. Principles of Arbitration
3. Non-binding dispute resolution methods
4. Mediation
5. Conciliation

Negotiating, drafting and structuring legal agreements

1. Contract law refresher
2. Drafting legal agreements
3. Negotiation principles
4. Tools and techniques for negotiation
5. What are our negotiable?
6. BATNA