Corporate Governance

Aim
Corporate Governance has emerged on the global agenda in pursuit of proper and efficient practice in the administration of the business entity. The objective is probity in business activity, compliance with law and regulation, and the securing of reputation and confidence towards the attraction of inward investment. The Chartered Secretary is the key corporate player and the global Profession has emerged as a benchmark for the development of best practice.

The aim of the module is to instill the knowledge and key skills necessary for the Chartered Secretary to act as chief adviser to the Board on best practice in corporate governance, and as the catalyst for systematic application in the major global forms of organization

Learning outcomes
At the conclusion of this module, the candidate will be able to:

• Research and apply the growing global information sources on corporate governance.
• Promote awareness of, and be responsible for continuing self and personnel
• Promulgate corporate governance principles and best practice in the employing or client organization.
• Apply professional knowledge and skills to the resolution of practical issues and problems in the proper governance of the employing or client organization.
• Understand and apply the concepts of probity and ethical standards in governance.
• Understand and advise on the impact of corporate governance principles on the role of Directors, the Secretary, and the audit function.

Learning content

The Definitions and Objectives of Corporate Governance

The corporate entity; legality, separation of ownership and operation. The concepts of ownership and accountability, ethics and performance.  The "enlightened shareholder and stakeholder" concepts. The state as shareholder. Models of hierarchic and functional relationships in sound governance. Unitary (one-tier) and two-tier Boards. The external and internal pressures for sound governance. History and ongoing developments in corporate governance. The Reports: from Cadbury and King onwards; national and international sources. The Combined Code. Institutional guidelines. Corporate governance guidelines: OECD; the Commonwealth Association; corporate
scorecards. The governance agenda in the developing and developed economies. International networking.

The Regulatory and Ethical Framework

The role of legislation and regulation in corporate governance. The nature and importance of compliance. Compliance statements. Explanation of non-compliance. The ethical dimension: codes and practices. The assessment of corporate performance: yardsticks and measurement; corporate review; disclosure. Social and environmental responsibility: importance, assessment and measurement; reporting; relevance to all industries and activities. Key concepts: openness and transparency; honesty; probity; accountability; judgement; reputation.

The Basis of Sound Governance

The concept of best practice in governance: in companies, statutory corporations and trusts. Understanding the distinct and separate roles, duties and responsibilities of corporate officers and stakeholders: chairman, chief executive officer, directors, secretary and shareholders/members. Shareholders: majority control; minority rights; the rights of members in guarantee companies. Responsibilities of institutional shareholders; communications with shareholders. Internal controls. Overall business risk management and review, including the recommendations of the Turnbull Committee. Internal structural relationships in the organization.

The Secretary and Corporate Governance

The importance and special position of the secretary; the role in sound and effective governance. Appointment and qualification. Control of corporate information and corporate reporting: the annual report; the website and electronic communications. Communication with stakeholders. The "whistle blowing" concept: issues and problems, protection.