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 is based on understanding the past and present situation with a view to future developments.
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.
Corporate Governance (Professional Programme - November 2002 onwards)
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.
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.
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
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.
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.
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.
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.
|COURSE:||ICSA Professional Programme, Stage 2|
|Mode/Time:||25 September and 23 October 2004
COURSE PRICE AND LOCATION TBA SHORTLY
|Subject Tutor:||Roger Woolley|
|REVISION course:||Nov 13 and 14. In central London for £235 including VAT.|
|Session||Subject||Chapter no.||Past questions||Specific Course|
|2||Directors, Auditors and Secretary||3.5|
|3||Board composition - committees||4||MME|
|4||Internal structures - monitoring||1|
|5||Personal liabilities of directors||4||PLOD|
|6||Company Secretary - appt. removal powers -||2|
|7||Ethics and probity||2|
|8||External pressures - Corporate governance||4, 6, 7|
|9||Insider dealing, conflicts of interest, model codes||8|
|11||Corporate social responsibility||2|
|13||Internal and external audit - rights and obligations||9|
|14||Company Law review and duties of Directors: Combined Codes and best practice||10,11|
- ICSA manual and quality publications
- Membership of ICSA Company Secretary’s Group
Who should attend?
- ICSA students
- Qualified professionals, for example lawyers and accountants, wanting an update which will usually attract CPD/CPE credits
- The focus of the course is on ICSA students and passing their exams