The course will focus on the requirements for proper corporate governance and will be based on the national and international legal requirements as well as that in various Codes, such as the King IV Code and the UK Corporate Governance Code. The duties of directors in terms of the Code/s, the common law and the Companies Act will form part of the course The course will teach the practical application of corporate governance and legal duties and will be taught by experts in the field, especially also international experts. Attendees will be able to apply practical knowledge/skill, also taught by lecturers who have broad knowledge and experience of board matters and corporate management.
By the end of this course students will:
1. have a detailed understanding of the legal and market context in which corporate governance operates.
2. be able to demonstrate critical awareness of the role of different stakeholders in companies.
3. have a comprehensive understanding of the structure and powers of the decision-making organs of companies.
4. be able to evaluate the role of ‘soft-law’ and market discipline in the development of corporate governance.
5. be able to engage with current debates and reform proposals in the field.
Part A: Corporate Governance: Basic Principles
1. Definition and Meaning
2. International documents
3. Regulation of corporate governance
a. Soft law versus hard law
b. Why does corporate governance matter?
4. State Owned Enterprises
Part B: Company Law and Corporate Governance
1. The separation of ownership and control
a. Agency cost problems
2. The role of the board and the shareholders
a. Delegation of power
3. Directors’ duties and accountability (transparency and reporting)
Part C: Board Governance 1
. Definition of a director
a. Executive versus non-executive directors
b. CEO and the chair
2. How boards work
3. Composition of the board
4. Board meetings
5. Board Committees
a. Various board committees and their role
b. Terms of appointment
5. Risk management and internal control
Part D: The Role of Shareholders
1. Shareholder meetings
2. Shareholder activism
3. The role of institutional investors and stewardship initiatives
Part E: Corporate Governance and CSR
1. Meaning of CSR
2. Shareholder versus stakeholder theories
3. Stakeholder engagement
4. CSR versus ESG
5. ESG Investing
6. Human Rights, gender diversity and corporate culture: An Overview
Part F: International Perspective
1. South Africa
2. The UK
(Here we will focus on directors’ duties with a focus on the position of stakeholders, codes of best practice and hard law. For Europe we will deal with sustainable finance and the EU initiatives in this regard.)
Part G: Case Studies
|Catalogue and Category:|
|Law and Human Rights|
|Who Should attend:|
|Company secretaries, Compliance officers, Legal advisers, Non-executive and executive directors, Executive management|