Step 1
Step 2
of
- LEC Team
Berlin
foundation of the entire program and it presents an intro to the role of the board of supervisors and the relevance of good corporate administration.
Crucial note; Site-visit will certainly be supplied to the Municipality or significant business of the relevant sector in London or Istanbul.
Good company governance helps business boost efficiency, increase access to finance, and foster continual growth. The program will certainly concentrate on the one-of-a-kind business governance challenges that organizations face and also present frameworks and also practices that can alleviate these challenges and also make sure the viability of the business. It exceeds fundamental theories and provides concise and practical tools of important organization governance measurements that can be carried out.
You will experience the concepts of company administration as well as educate them on the board's role in information disclosure and transparency, the idea of Business Danger Monitoring (ERM), the duty and relevance of internal/external audit, as well as how to establish the correct control treatments.
You will also go over the concepts of business administration as well as educate them on the board's role in protecting the civil liberties of investors, how to identify as well as authorize associated celebration deals to secure shareholder legal rights as well as decrease the danger of having such deals appealed, as well as to offer supervisors with practical suggestions on how to set a model reward plan, get ready for and also conduct the yearly investors meeting, and dealing with company conflicts.
Discover concepts of disclosure & transparency to connect exact and also workable info just as to investors & stakeholders (including regulators).
Embrace shareholder techniques including the equal therapy of all shareholders, and protection from misuse from company insiders.
Definition, concept, and principles of corporate governance
The corporate governance framework
The key dimensions of corporate governance
Benefits of good governance and investor perspective
The effective board: role and authorities, duties and liabilities
Realize the segregation of duties between the Board and senior management
Understand the roles of the executive vs non-executive directors
Identify the pros and cons of executive vs non-executive chairmen
The board composition, structure, and need for independent directors
Overall Board structure
Structuring Board committees
Structuring the functions of the CEO / Chairman
Finding the right number of directors
Determining the right mix-of-skills
Role of Non-Executive and Independent Directors – Higgs Report
Recognize the role of directors based on the type of Boards they serve
Identify the right committees for the Board
Realize the roles segregation of the Chairman and the CEO
Determine the right number of directors, mix-of-skills, and mix of executive, non-executive, and independent members
How to attract, retain and motivate directors and chief officers
How to assess and evaluate the performance of the Board
Executive remuneration and linking remuneration to performance
How to set Board remuneration
Realize the importance of the Board’s performance evaluation
Understand the director remuneration models and adequately structure executive remuneration package in your company
Working procedures of the board and its committees, and the role of the corporate secretary
Preparing for Board meetings
Quorum requirements
Working procedures
Voting
Role of a corporate secretary
Qualification requirements
Realize the benefits when the Board follows a set of working procedures
Recognize that the Board’s agenda is perhaps the key in controlling the workings of the Board
Comprehend the decision-making process at the Board level and the link to the quality of information flows
The role of the board in setting the company’s strategy
Different types of strategy
The Board’s role in strategic management
Corporate Strategy: Tasks and Roles
Board/Management Dynamics
The strategic decision-making process
Strategic planning and corporate governance
Contribute to the development of your company’s strategy
Evaluate the contribution of your Board to the development of your company’s strategy
Understand best practices in setting the strategy in emerging markets
Acknowledge the Board/Management Dynamics: Impediments to Effective Strategy Development
Choosing and evaluating the CEO
Preparations for CEO Hiring
Defining Board vs. CEO Roles
Board’s expectations vs. the CEO
The CEO’s terms of reference
CEO Hiring Process
CEO Performance Evaluation
Spend time to be specific about mutual expectations increases the chances of selecting the best candidate
Concept and need for succession planning
How is key positions’ succession planning organized
Role of the Board in succession planning
A framework for succession planning
Defining parties that should have access in the succession planning
Succession planning pitfalls
Make use of best practices as they can be found at other companies
What every director needs to know about accounting and finance
Accounting concepts and how they affect the understanding of accounting information
Summarizing the financial position and performance of the company
Disclosures under IFRS
Understand the types of financial statements
Grasp insights about key financial areas that need attention
Be able to ask the right financial questions
Exercise reasonable and informed oversight over financial performance
The board’s role in information disclosure and transparency
Introduction to disclosure and transparency
Why, what, and how to disclose information?
What is the role of the board versus the role of management in disclosure?
Means of disclosure
Best practices in disclosure
Understand what information, where, when, and in which form shall be disclosed
Define the information that your company is willing to disclose in addition to the one legally required in accordance with best practices
The board and risk management
Introduction to the risk management framework
Role of the board in risk management
Risk governance and the 3 lines of defense framework
Embedding risk management in the organization
Role of the chief risk officer
Risk and control self-assessment
Understand the benefits of a good ERM system
Be able to build the ERM system in your company
Introduction to the internal audit function
The internal audit cycle
Responsibilities of the compliance function
Understand how internal audit and control procedures contribute to corporate governance
Recognize the importance of robust internal audit
Identify its focus and approach
Appreciate the importance of resolving audit issues
The board’s audit committee
Introduction to the audit committee & its composition
Roles and responsibilities of the audit committee
Implementation: building an effective audit committee
Establishing audit committee interactions
Introduce and properly staff the audit committee of your company
Assign to the audit committee relevant functions to avoid duplication with other control bodies
How to interact with the external auditor
Why conduct an external audit
External auditor’s independence
Non-audit services
Interaction between the AC and the external auditor
Questions the AC can ask the external auditor
Understand the role of the external audit for the company
Interact with the external auditor in such a way as to ensure the effectiveness of the external audit
Case study: developing a model annual report
Preparing for and conducting the annual general meetings
General provisions on the AGM
Preparation for the AGM
Conducting the AGM
Cumulative voting
Ensure that the AGM is prepared in accordance with the requirements of best practices and local laws to enable all shareholders to participate in the meeting
Minimize that the AGM approved decisions are appealed
Types of shareholder rights
Shareholder rights under the OECD Principles of Corporate Governance
Specific shareholder rights
Pre-emptive rights
Tag-along rights
Understand why protection of shareholder rights is important
Ensure that your company practices do not violate shareholder rights
Related party transactions and insider trading
What are related party transactions?
What are the concerns to corporate governance?
What should be disclosed about RPTs in the financial statements?
Understand the implications that related party transactions may have on the company and shareholder rights
Detect and properly approve such transactions in your company
Recognize what is insider trading and putting the necessary policy in place
Managing corporate conflicts
Corporate conflicts: concepts and key procedures
Arbitration & Mediation
Understand the advantages and disadvantages of possible internal and external mechanisms of corporate conflict resolution
Ensure that the internal mechanism of conflict resolution in your company function properly to minimize the risk of external intervention
The board’s role in setting the company’s dividend policy
Defining the dividend policy
Dividend formation and types
Pros and cons of dividends policy
Provisions on dividends and dividend policy
Understand the main principles and components of the company’s dividend policy according to best practices
Ensure that the dividend policy of your company is in the best interest of the company and its shareholders
Open discussion and Q&A session
Important note; Site-visit will be offered to the Municipality or major company of the relevant sector in London or Istanbul.
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