Good Governance Masterclass

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Good governance concerns the proper exercise of power by different groups – directors, shareholders, and other stakeholders such as customers, employees, governments, neighbours, regulators, and suppliers. It is concerned with disclosure and transparency; accountability; culture; internal control; avoiding the concentration of power in too few hands; doing business both legally and in the right way; and the ethical handling of conflicts of interest and duty as they arise. 

All organisations across all sectors – not just For-Profit businesses – need to reflect on their role in society at large and to conduct their activities in a way which demonstrates their genuine realisation that they should not conduct their activities in a vacuum. 

This programme will address these issues in a practical way, with a balance of presentations and case studies; and provide delegates with the means to apply insightful, proportionate and high-quality governance in their organisations.

Day 1: (09:00 to 16:00)

The programme will open by reviewing the oversight role of boards and the

fiduciary role and duties of directors. The legal principles governing directors’

duties are broadly similar across many jurisdictions, particularly those with a

common law system and will be explored in this session. Next, we will reflect on

how insightful and proportionate governance is key to the success of all

organisations to be followed by the first discussion on leadership skills and influencing.

Corporate failures in the first decades of the 21st century were previously attributed to a failure of governance. It is now realised that these failures were due to a failure of people (including sub-standard succession planning and recruitment); the poor application of governance principles; and, critically, a failure to appreciate factors and behaviours which contribute to poor culture and dereliction of duty. The three mini case studies, which will be considered each day in an interactive discussion, illustrate some of the challenges.

Schedule:

09.00 Session 1 – Introductions; overview of programme; delegates’ areas of

interest (30 mins)

09.30 Session 2 – Board Oversight & Directors’ Duties Part 1 (60 mins)

·  What should a board be doing?

·  Corporate governance philosophies

·  Board diversity

·  Core duties of directors

·  Areas of board oversight

·  Bribery

·  Avoiding liability

10.30 BREAK (15 mins)

10.45 Session 3 – Board Oversight & Directors’ Duties Part 2 (30 mins)

11.15 Session 4 – The Value of Good Governance (75 mins)

• What do we mean by governance?
• What does it mean for non-executive directors?
• The board’s role in assuring good governance
• The Wates Principles
• What about stakeholders?
• Culture
• Benefits of perceptive governance
• What is good governance?
• The value of good governance
• The impact of COVID-19 and forfeiting/earning trust

12.30 LUNCH (60 mins)

13.30 Session 5 –  Leadership and Influencing Skills Part 1 (60 mins)

14.30 BREAK (15 mins)

14.45 Session 6 – Mini Case Study 1 (60 mins)

·  What may happen when a new NED is asked by a too laid-back chairman to assist the CEO in negotiating a contract which is key to the company’s survival?

15.45 Session 7 - Concluding discussion (15 mins)

Day 2: (09:00 to 16:00)

Firstly, we will discuss the pivotal role of the company or corporate secretary in

promoting high quality governance. A key responsibility of every board is decision making, which can challenge even the best boards of directors. We will explore ways in which decision-making can be undermined and measures which can be taken to enhance effectiveness. The day will continue with a consideration of the importance of succession planning and board composition, followed by the second discussion on leadership skills and influencing and the second mini case study.

Schedule:

09.00 Session 1 – Reflections on Day 1 (15 mins)

09.15 Session 2 – The Pivotal Role of the Company Secretary (60 mins)

• Introduction & historical context
• Some aspects of the role
• The Chartered Governance Institute/Henley Business School Report 2014
• The “breadth and majesty of the role”
• Why does this matter?
• The pivital role of the company secretary

10.15 Session 3 - Effective Decision-Making Part 1 (60 mins)

• Boards as decision-making entities
• What facilitates good decision-making
• Limitations on effective decision-making
• Some points for boards to consider
• Judgment and how it can be distorted
• Safeguards against impaired judgment
• The chair’s role
• Big decisions - some key questions to ask
• Why does this matter?

11.15 BREAK (15 mins)

11.30 Session 4 – Succession Planning (to build a team) (60 mins)

• Introductory thoughts 
• Role of the Nomination Committee
• NED recruitment
• Executive management succession 
• The selection process
• Differentiating confidence and competence
• Why does all this matter?

12.30 LUNCH (60 mins)

13.30 Session 5 (incl. break) – Leadership and Influencing Skills Part 2 (60 mins)

14.30 BREAK (15 mins)

14.45 Session 6 – Mini Case Study 1 (60 mins)

·  What happens when the board of a privatised water company is faced with an audit committee chairman who lacks emotional intelligence; a board chairman pursuing a vendetta against the CEO who is alleged to have been harassing a senior female colleague; and a CFO proposing a last minute re-writing of half-yearly results? Would you want to be the senior independent director?

15.45 Session 7 - Concluding discussion (15 mins)

Day 3: (09:00 to 16:00)

The programme will focus on the important people issue of board evaluation and

the need to be alert to the conflicts of interest and duty which arise day to day and

which can derail a career if not handled ethically. The afternoon programme will

include Part 3 of the presentation on leadership and influencing skills and

conclude with another mini case study.

Schedule:

09.00 Session 1 – Reflections on Day 2 (15 mins)

09.15 Session 2 –Why evaluate the board of directors? (60 mins)

·  Why?

·  What should a board be doing?

·  When may external involvement be useful?

·  What should an external provider be offering?

·  Coverage

·  Some of the benefits

·  Some common findings

·  Disclosure of outcomes – Why? How?

10.15 BREAK (15 mins)

10.30 Session 3 – Review of Company X’s board evaluation report (60 mins)

·  Classroom discussion of an anonymised board evaluation report; lessons?

11.30 Session 4 - Ethical handling of conflicts of interest (60 mins)

·  Recent examples of misaligned/conflicting interests

·  What is a conflict of interest?

·  Why is it important to identify conflicts?

·  Questions to help identify a conflict

·  Consequences of failing to recognise the risk

·  Handling conflicts ethically

12.30 LUNCH (60 mins)

13.30 Session 5 – Leadership and influencing skills Part 3 (60 mins)

14.30 BREAK (15 mins)

14.45 Session 6 – Mini case study 3 (60 mins)

·  A listed chemical company suffers a major explosion at its premier plant for producing chlorine, causing at least 15 deaths and multiple injuries. Part of the nearby town has to be evacuated. The chairman of the board cannot get the CEO to focus on what has happened and on developing a recovery plan; the COO has fallen out with his direct reports; customers are angry at the disruption to supplies; politicians and regulators are clamouring for action; serious breaches of good governance come to light; none of the main board directors has yet visited the accident site. How would you like to have to step into the shoes of the senior independent director?

15.45 Session 7 – Concluding discussion (15 mins)

Day 4: (09:00 to 13:00)

Schedule:

09.00 Session 1 - Reflections on Day 3 (15 mins)

09.15 Session 2 (incl. break) - How to Influence and Challenge at Board Level

(165 mins)

12.00 Session 3 Where is corporate governance heading?

·  Governance 1.0, 2.0 and 3.0

·  Has ESG outlived its usefulness?

·  Are we on the cusp of Governance 4.0?

·  Sustainability, Resilience and Inclusion (SRI)

12.30 Session 3 – Discussion of personal action plans

13.15 Close

The objective of this 80 min. presentation is to persuade the audience of the vital part that the exercise of good governance plays in the success of all types of business.  

The presentation will explain the meaning and purpose of good governance. How it concerns the proper exercise of power by different groups – directors, shareholders and other stakeholders such as customers, employees, neighbours and suppliers. It is concerned with disclosure and transparency; accountability; culture; internal control; avoiding the concentration of power in too few hands; doing business both legally and in the right way; and handling ethically conflicts of interest and duty as they arise.  

It will be shown that a proportionate and insightful approach the application of governance principles in all organisations is to be commended; and that governance measures need to be embedded on a ‘business as usual’ basis, with governance requirements being factored into each board’s annual cycle. Each organisation’s own governance framework needs to be bespoke, made to measure.  

Governance essentials will be highlighted. For example: 

• a clear board and committee structure with up-to-date terms of reference and delegations of authority; 
• a board calendar with the right number of board meetings and committee meetings for the business; 
• clear and embedded processes and controls; 
• a committed, skilled, genuinely diverse and ‘challenging’ board; 
• directors who keep up to date and who genuinely understand the organisation’s business; 
• high quality management information comprising clear and succinct board papers which are delivered to directors at least a week before the board or committee meeting at which they are to be considered; 
• transparent relationships with shareholders and other stakeholders; and 
• a willingness to ask the right questions of management which go beyond the numbers, and to insist on proper answers. 

The presentation is intended to be interactive with the audience encouraged to ask questions and engage with the presenter. Following the presentation, participants will receive a paper setting out the key themes of the presentation together with the presenter’s slides.