Governance of Commercial Companies GeoModes course
code: K14
categories: ,

Governance of Commercial Companies (Corporate Governance)

format: Virtual course
duration: 3 days
level: Intermediate
accreditation: CPD
participants: 10




Corporate collapses, near-collapses and ‘scandals’ continue to highlight the crucial role of the board in governance and risk management. The focus of governments, regulators and security exchanges has been to improve the regulatory, compliance and risk management processes that underpin how a corporation conducts its business.

Corporations are a major contributor to employment and tax revenue within the economy and generate much of the personal wealth and retirement savings of significant numbers of individuals, via managed funds, pension funds and share portfolios. Whether a corporation is publicly-listed, privately owned, state-owned, a multinational or a local entity—how it conducts its business in the short and long term has a direct impact on its stakeholders—including owners, managers, shareholders, employees, creditors, suppliers, customers, regulators and the community. Therefore, a robust and accountable corporate governance framework must be in place to protect and balance the interests of its many stakeholders.

This practical corporate governance training course examines current best practice in all aspects of corporate governance, from the new role of board committees and directors’ responsibilities and powers, to best implementation of governance in day-to-day activities.

The costs and benefits of best practice governance will be examined and practical guidance will be given on such issues as the relationship with shareholders and other stakeholders, managing and meeting the expectations of the market, international investors and local government and regulatory authorities.

The course will also discuss the challenges of implementing best-practice corporate governance in emerging markets and will include the specific requirements of banks and financial institutions.

The course is designed for:

  • Directors & Board Members
  • Audit Committee members
  • Company secretaries and governance professionals
  • Corporate counsel
  • Senior company management
  • Investors and fund managers
  • Analysts
  • Regulators
  • Securities exchange officials
  • Lawyers & legislators


Course objectives

The aim of this course is to provide an understanding of effective governance, including the function of risk management, and how both contribute to improved corporate performance. The course objectives include:

  • define corporate governance
  • identify the main areas covered by corporate governance standards
  • identify current governance issues
  • examine the role of the board and its risk management responsibilities
  • understand the principles and practice of effective risk governance

Day 1

Theoretical Aspects of Corporate Governance

  • Agency theory
  • Separation of ownership and control
  • Transaction cost economics (TCE)
  • Stakeholder theory
  • Stewardship theory
  • Convergence

Corporate Governance 

  • Corporate governance defined
  • Corporate governance standards
  • Current corporate governance issues
  • National governance frameworks

The Role of the Board 

  • Common law and statutory duties
  • Business judgment rule
  • Duties of government officers
  • Governance responsibilities of the company secretary
  • Potential personal liability
  • Ticker’s model of board governance
  • The role of board committees

Day 2

Directors and Board Structure

  • Unitary board versus dual board
  • Role, duties, and responsibilities
  • Chief executive officer (CEO), chairperson, senior independent director, and company secretary
  • Board subcommittees
  • Remuneration, nomination, risk, and ethics committees
  • Non-executive directors
  • Director evaluation
  • Succession planning
  • Board diversity

Directors’ Performance and Remuneration

  • The directors’ remuneration debate
  • Key elements of directors’ remuneration
  • Role of the remuneration committee and remuneration consultants
  • Performance measures
  • Remuneration of non-executive directors
  • Disclosure of directors’ remuneration
  • International guidance on executive remuneration
  • ‘Say on pay’

Risk management 

  • Organisational strategy and risk appetite
  • The role of the board in risk management
  • Risk governance
  • Implementing effective risk governance

Day 3

Shareholders and Stakeholders

  • Stakeholder groups
  • Guidance on shareholders’ and stakeholders’ interests
  • Roles of shareholders and stakeholders

The Role of Institutional Investors in Corporate Governance

  • Influence of institutional investors
  • Stewardship
  • Development of guidance on institutional investors’ responsibilities
  • Private equity and sovereign wealth funds (SWFs)
  • Tools of corporate governance
  • Corporate governance and corporate performance

Socially Responsible Investment (SRI)

  • Strategies for SRI
  • Institutional investors’ policies
  • International guidance
  • CSR indices
  • Corporate social responsibility (CSR)
  • The impact on shareholder value


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Governance of Commercial Companies (Corporate Governance)

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