Corporate Governance Principles, Policies, and Best Practices

Introduction:

Corporate governance epitomizes a pivotal theme that has garnered amplified scrutiny in business academia and legislative discourse, with its prominence escalating persistently. Amid the diverse paradigms of corporate governance, each one strives to orchestrate the dynamic between the enterprise and its myriad of stakeholders.

Focusing on models commencing with Shareholder Wealth Maximization (SWM), which underscores the proprietor's entitlements and is predominantly utilized in the US and UK, the course traverses to other governance systems prevalent in countries like Germany or Japan, where stakeholders, including the workforce and financiers, are substantially involved.

In furtherance, this corporate governance principles, policies, and best practices course delves into the rationale behind the existence of single-tier or dual-tier board structures. It engages in a thorough examination of board architecture and committees, their roles and responsibilities, such as those encapsulated by the audit committee and the remuneration committee. Encompassing additional facets are the directives concerning the chairman's role and the influence wielded by institutional investors.

Targeted Groups:

• 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.
• Department Heads.

Course Objectives:

By the culmination of this corporate governance principles, policies, and best practices course, participants will be proficient in:

• Enumerate the quintessential corporate governance principles and their pertinence.
• Examine various corporate governance models and advocate enhancements.
• Appraise the ethical and policy implications that form the cornerstone for shareholders, Board of Directors (BOD), auditors, senior management, and executives.
• Discriminate among the corporate governance structures to identify the most harmonious for their business archetype.
• Implement corporate governance best practices.
• Enforce disclosure and transparency mandates as per IFRS and other regulatory bodies.

Targeted Competencies:

After this corporate governance principles, policies, and best practices training, participants competencies will be proficient in:

• Understand the board of directors structure.
• Analysis of board committees.
• Assessment of board influence.
• Explore advocacy for shareholder rights and responsibilities.
• Application of the control environment.
• Consideration of wealth maximization.
• Recognize all stakeholders' rights.

What is Corporate Governance?

In this subsection, we demystify corporate governance, linking it directly with the strategic and ethical framework essential for fostering organizational transparency and efficiency. By understanding corporate governance, participants will grasp the significance of robust governance structures and their impact on achieving sustainable business success.

Course Content:

Unit 1: Overview of Corporate Governance (CG):

• Define an expansive corporate governance definition.
• Know the breadth of corporate governance application.
• Explore core corporate governance principles, policies, and practices.
• The macro perspective is influencing corporate governance.
• Philosophies underpinning corporate governance.
• Understand the codification of corporate governance conduct and universal principles.

Unit 2: Models and Mechanism of CG:

• Understand the importance of the Shareholder Wealth Maximization (SWM) model.
• Know the Corporate Wealth Maximization (CWM) paradigm.
• Explore a survey of corporate governance on the international stage.
• Delineating the board of directors function.
• The audit committee's purview.
• Cultivate an environment conducive to corporate control.

Unit 3: Stakeholders in Corporate Governance:

• Categorization of stakeholders.
• Understand the adjudication of shareholders' rights.
• Explore the roles of distinct director types.
• Know the duality of directors' duties and rights.
• Explore the chairman's role and corporate officers.
• Explain deliberations on the contributions of internal and external auditors.
• Understand perspectives on institutional investors and minority stakeholders.
• The Organization for Economic Cooperation and Development (OECD) on stakeholder engagement.
• Know the governance frameworks of leading firms like Deloitte and KPMG.
• Integrate risk-based decision-making.
• Understand the consequences of corporate governance failures.
• Know the aspects that contribute to an efficient board.

Unit 4: Functions and Structures of Corporate Governance:

• Commence with the board of directors.
• Know the disparate board structures and their repercussions.
• Overview of the comparative analysis between unitary and two-tier board models.
• Gauge the independence of the board.
• Learn about the criteria for board member selection, compensation, and evaluation.
• Critique existing company's corporate governance systems.
• Architecture corporate governance objectives and allocate resources.
• Understand the dissemination and execution of corporate governance principles.

Unit 5: Practical Corporate Governance Best Practices:

• Insights from the International Corporate Governance Network (ICGN).
• Learn about OECD corporate governance principles and their application.

Unit 6: Disclosure and Transparency:

• Learn about paralleling financial and operational results with company objectives.
• Know the guidelines for board members and critical executive remuneration policies.
• Transparency in related party transactions.
• Facilitate timely, precise, and cost-effective information dissemination for user access.