Corporate Governance
Professional Programme

Background

This topic is a mixture of detailed rules (Combined Code, FSMA 2000 etc.), understanding corporate structures, Board and management decision making processes and accountability to shareholders and stakeholders. This includes the national and international rules, regulations and statutes and their convergence, ethics and business practices, 'rewards for failure', whistleblowing, etc.

It is therefore a combination of Corporate Secretaryship and Corporate Administration overlaid with Corporate Financial Management, Corporate Law, and Strategic Management.

The Exam

The exam is based on understanding the past and present situation with a view to future developments.

• Syllabus
• Schedules of Lectures
• Results
• Past questions

The Teaching

12 weeks of 3 hours a week plus two Saturday sessions.

The lectures are designed to cover the entire syllabus. There is a considerable amount of background reading over and above the ICSA manual. The format will include PowerPoint presentation slides, discussion and debate. It may also include attendance at AGMs to see corporate governance in action.

The ability to discuss and argue the pros and cons of statements clearly and cogently is key to success. See "Writing with power and clarity".

A two day revision course is offered on Nov 13 and 14. In central London for £235 including VAT.

Students' Comments (pop up window)

Corporate Governance (Professional Programme - November 2002 onwards)

Syllabus

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 is now a benchmark for the development of best practice.

The aim of the module is to instil 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 its systematic application in the major global forms of organisation.

More information on the syllabus is available here.

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 development on corporate governance themes.
• Promulgate corporate governance principles and best practice in the employing or client organisation.
• Apply professional knowledge and skills to the resolution of practical issues and problems in the proper governance of the employing or client organisation.
• 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 board, individual Directors, the Secretary, and the audit function.

PRE-REQUISITE LEARNING

Evidence of assessed pre-requisite knowledge and understanding in the following disciplines must be demonstrated through the Institute's examinations, or those of equivalent qualifications which have been approved as meeting the Institute's required curriculum and standards:

• Corporate Law
• Strategic and Operations Management
• Financial Accounting
• Management Accounting

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. 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. Corporate governance guidelines: OECD; the Commonwealth Association. 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. The ethical dimension: codes and practices. The assessment of corporate performance: yardsticks and measurement; corporate review; disclosure. Key concepts: inclusion; openness; honesty; transparency; probity; accountability; judgement; reputation; social and environmental responsibility.

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. The importance of the proper mix of appointments to the Board. Service contracts. Induction, orientation and training. Responsibilities of the Board. Committees and their role: Audit, Remuneration, Nomination. Internal controls. Overall business risk management and review. Internal structural relationships in the organisation.

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. Communication with stakeholders. The "whistle-blowing" concept: issues and problems, protection.

Directors

Executive and non-executive directors. Chairman, managing director. Shadow and alternate directors. The concept of independent directors. Commonality of legal duty. Comparison of roles, needs, powers and duties; appointment, reappointment and rotation, remuneration, removal, retirement and disqualification. Directors' liabilities, indemnity and insurance. Borrowing powers. Conflict and disclosure of interest. Share dealing; model codes; insider dealing. Company records. Directors' disclosures, service contracts and agreements.

Audit

The contribution of internal and external audit to sound governance. Audit reports and their use. Appointment, removal. Independence and remuneration: rights, powers and duties in the governance framework.

Corporate Social responsibility, the importance now placed on this aspect of by Government and the investing community at large.

Schedule of lectures

Teaching plan

Reading material

• ICSA manual and quality publications
• Membership of ICSA Company Secretary’s Group

Results

Date	Percentage pass	Distinctions	Merits	Prizes
June 2004	63%	1	1
Dec 2003	78%	2	4
June 2003	63%		4

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