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Company Secretary: Managing Governance, Compliance & the Board
All boards strive to deliver effective, entrepreneurial leadership. To make sage decisions and establish strategies, the board requires support and information that is timely, relevant and of a high quality. The executive team, particularly the Company Secretary and the General Counsel, provide a key role in supporting the board and providing this crucial information.
This advanced, 4-day Company Secretary Programme provides a vital overview of the board support practices and mechanisms that exist in listed companies, banks and other financial institutions. Designed specifically for Directors and those directly involved in board support and board information preparation, it will help you improve the quality of board support at your organisation.
• advising the board to ensure that board intentions and policies are aligned and functioning correctly
• acting as a gatekeeper to ensure that laws are not broken and that policies are complied with
• being an enabler and provider of information on trends and new developments.
• Best practice guidance on policies and procedures
• Managing meetings from conception to follow up
• Governance frameworks
• Dealing with regulators and other stakeholders
• How to guide and influence
• Managing information flows
Who should attend
This course will be beneficial members of and advisers to Boards of Directors of listed companies, banks and other financial service organisations in both developed and emerging markets, including:
• Non-Executive Directors (both newly appointed and experienced)
• Executive Directors responsible for company secretarial duties, Financial Directors or Controllers
• Company Secretaries
• In-house Legal Counsel, professional advisers, commercial lawyers and para-legals
• Significant influence function holders in UK FCA and PRA regulated firms
• Compliance staff and business managers
• Corporate governance executives
• Those involved in supporting boards such as Chief Risk Officers and Internal Audit Officers
The Role and Responsibilities of the Company Secretary and those Providing Board SupportWhat does an Effective Company Secretary do?
- Regulation and legal aspects to include: Director’s Duties in the Companies Act, the role of regulators, the importance of the Articles of Association, regulatory submissions
- Corporate Governance aspects to include: key provisions of international corporate governance codes, the concept of independence and effective board procedures
- The role of the board as a decision making body to include: delegation to committees, key committee terms of reference and schedule of matters reserved to the board
- The unitary board concept to include: information asymmetry between Non-Executive Directors and Executive Directors and challenges that the asymmetry poses to board support
- The role of advisors, the role of the Company Secretary and the need for independent advice
- The provision of information to the board and its committees
The Role of the Company Secretary in Different Jurisdictions
- Diversity of practices and norms and cross-border complexity
- Responsibilities to the board, the company and shareholders
- Core duties
- Additional duties that may come with the role
- Structure of the secretariat and combining the role with other functions
- Directing the focus of the board
- Potential to expand the mandate of board support functions
- Keeping up to date with developments
What are the Compliance Functions of the Company Secretary? Stock exchange requirements
- Statutory registers
- Statutory and regulatory returns
- Report and accounts
- Share and capital issues restructuring
- Acquisitions, disposals and mergers
Supporting Boards: Board Meetings, General Meetings and Information FlowsHow to Get the Most Out of Meetings
- The annual calendar of board business and the forward planner
- Meeting frequency
- Meeting duration
- Attendance issues
- The purpose and legal standing of board packs/document discovery and confidentiality aspects
- Ensuring board papers are ‘fit for purpose’ to facilitate good decision making
- Using IT effectively in board processes
- Minutes of meetings and minute logs
- Document retention and document retention policies
Common Problem Areas
- Meetings organisation and set up arrangements
- Roles and responsibilities
- Any other business items
- Time management
- Meeting behaviours
The Importance of Information Flows
- Meeting type: offsite/strategy/planning and how best to support them
- Defining the purpose of the meeting, agenda setting and management
- Dealing with routine and non routine items
- Getting the most out of pre-meetings with Chair and key participants
- Circulating board papers/timing/method/equivalence of information
Supporting Boards and the Organisation by Improving Corporate GovernanceThe Company Secretary and the Governance Framework
- The Company Secretary and the overall governance architecture of the organisation
- The Company Secretary as a ‘gatekeeper’
- Who owns the governance framework of an organisation
- The link between the board and the business
- Being a point of access, services and advice for all directors
- Responsibility for all board procedures and the compliance of board procedures
- Working together with the Chairman on governance issues
- Advising and assisting Directors on their duties and responsibilities
- Promoting and reviewing new corporate governance developments
- Acting as a communicator with Non-Executive Directors
The Company Secretary: Induction and Training
- Role in facilitating director induction and professional development
- Effective management of the conflicts inherent in the role
- Managing the impacts of additional duties and exploring other duties
The Company Secretary and Board and Committee Evaluations
- Role of board and individual evaluations
- Development role
Outline Board Evaluation template
KPI's for Cosec Team
How to Guide and InfluenceThe Company Secretary: Directing the Focus of the Board
- Forward planner/board paper tracking schedules/use of templates
- Effective use of pre-meetings
- Enhanced communication and follow-up
- Use of external independent advice
- Reviewing past decisions
- Managing change
- Managing crisis
Working with Directors
- The Company Secretary’s role in decision making
The Company Secretary and Shareholders
- Shareholder communications and documents: notice of AGM and proxy forms and communications with shareholders
- Ascertaining who the shareholders actually are and shareholder monitoring issues: who actually are the owners?
- Board support and investor relations
- Stewardship Code considerations and enhanced engagement opportunities
Skills of the Company Secretary
- What qualities are needed
- Mandate of the Company Secretary
- Potential to narrow or expand
- Perception of the Company Secretary
- Strategic v administrative
- Potential to be seen as uncommercial
- Acting as an interface between the board and the business
- Future trends and how to keep up to date
Our Tailored Learning Offering
Do you have five or more people interested in attending this course? Do you want to tailor it to meet your company’s exact requirements? If you’d like to do either of these, we can bring this course to your company’s office. You could even save up to 50% on the cost of sending delegates to a public course and dramatically increase your ROI.
If you want to run this course at a location convenient to you or if you want a completely customised learning solution, we can help.
We produce learning solutions that are completely unique to your business. We’ll guide you through the whole process, from the initial consultancy to evaluating the success of the full learning experience. Our learning specialists ensure you get the maximum return on your training investment.
We have a combined experience of over 60 years providing learning solutions to the world’s major organisations and are privileged to have contributed to their success. We view our clients as partners and focus on understanding the needs of each organisation we work with to tailor learning solutions to specific requirements.
We are proud of our record of customer satisfaction. Here is why you should choose us to help you achieve your goals and accelerate your career:
- Quality – our clients consistently rate our performance ‘excellent’ or ‘outstanding’. Our average overall score awarded to us by our clients is nine out of ten.
- Track record – we have delivered training solutions for 95% of worlds’ top 100 banks and have trained over 250,000 professionals.
- Knowledge – our 150 strong team of industry specialist trainers are world leading financial leaders and commentators, ensuring our knowledge base is second to none.
- Reliability – if we promise it, we deliver it. We have delivered over 20,000 events both in person and online, using simultaneous translation to delegates from over 180 countries.
- Recognition – we are accredited by the British Accreditation Council and the CPD Certification Service. In an independent review by Feefo we scored 96% on service and 95% on product
'It is a great pleasure to meet so many delegates who are all striving to be the best they can be in a very demanding and detailed professional roles: be that as directors, non-executive directors or governance professionals including board secretaries. The course explores all these roles and enables delegates to be the very best they can be and to be dynamic and effective in current and future roles.' 'This course is essential for the governance professional responsible at board level for board support and governance matters. It is a practical interactive course with a high level of participation.'
- Enhancing the board support, through reporting and presenting, that boards of directors receive
BiographyVanessa Jones has worked as an in-house lawyer and company secretary in the listed sector in the UK and undertaken public policy work before establishing her own consultancy practice in 2012. She is a qualified Barrister (1984) and Chartered Secretary (1997) and has worked both in the FTSE listed sector (Forward Trust Group plc; De La Rue plc; Royal and Sun Alliance Insurance Group plc; Prudential plc; Queens Moat Houses plc; Barclays plc) and in the private company sector (Yardley of London) across both in-house legal and company secretarial roles. Prior to establishing her own consultancy she was the Head of Corporate Governance at the Institute of Chartered Accountants in England and Wales (ICAEW) in the UK. She has been a sessional lecturer at London South Bank University lecturing on the Masters degree in Corporate Governance programme teaching Corporate Secretarial Practice and Corporate Governance modules. She is the current Corporate Governance Examiner at the Governance Institute: Institute of Chartered Secretaries and Administrators (ICSA) and regularly speaks at ICSA conferences and events on board and committee support and corporate governance issues. She has a keen interest in all company law developments, corporate governance, disclosure and transparency, public policy and issues of strategic importance to company boards.
The map attached details some of our most frequently used venues
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