Corporate Governance: Core Principles, Key Policies, and Best Practices

Introduction:

In business academia and legislative discussions, corporate governance has become a key theme whose importance continues to grow. Various models of corporate governance have emerged to address the complex relationship between an enterprise and its diverse stakeholders.

The course begins by exploring the Shareholder Wealth Maximization (SWM) model, which focuses on ownership rights and is predominantly used in the US and UK. It then delves into other governance frameworks, such as those in Germany and Japan, where employees, financiers, and other stakeholders play significant roles.

Moreover, this Corporate Governance Principles, Policies, and Best Practices course covers single-tier and dual-tier board structures as logical options for businesses. The course provides an in-depth examination of board composition, including the roles and duties of audit and remuneration committees. Additionally, it addresses topics such as the role of the chairman and the influence of institutional investors.

Objectives:

By the end of this Corporate Governance Principles, Policies, and Best Practices course, participants will have acquired skills in:

• Listing key corporate governance principles essential for understanding.
• Recommending modifications to various corporate governance models.
• Evaluating ethical considerations and policy impacts important for shareholders, the Board of Directors (BOD), auditors, and senior management/executives.
• Distinguishing between different forms of corporate governance structures suitable for their business model.
• Implementing best practices in corporate governance.
• Applying IFRS-related disclosure requirements and other regulatory transparency mandates.

Training Methodology:

• Group Discussions
• Case Studies
• Interactive Workshops
• Scenario-Based Learning
• Role-Playing Exercises
• Peer Learning
• Simulation Activities
• Feedback Sessions
• Self-Assessment Activities

Course Outline:

Unit 1: Overview of Corporate Governance (CG):

• Broad definition of corporate governance
• Application of corporate governance principles
• Core principles, policies, and practices in corporate governance
• Influences on the macro perspective of corporate governance
• Justification for corporate governance

Unit 2: Models and Mechanism of CG:

• Significance of the Shareholder Wealth Maximization (SWM) model
• Corporate Wealth Maximization (CWM)
• Global survey of corporate governance
• Description of board functions
• Audit committee's mandate
• Creating an enabling environment for corporate control

Unit 3: Stakeholders in Corporate Governance:

• Categorization of stakeholders
• Adjudicating shareholders' rights
• Roles of different types of directors
• Duties and rights of directors
• Chairmanship and Corporate Officers
• Contributions of internal versus external auditors
• Overview of institutional investors and minority stakeholders
• Stakeholder engagement in OECD governance frameworks
• Risk-based decision making
• Consequences of corporate governance failure
• Components of an effective board

Unit 4: Functions and Structures of Corporate Governance:

• Overview of the board of directors
• Implications of different board structures
• Comparative analysis of unitary and two-tier board models
• Evaluation of board independence
• Criteria for selecting board members, remuneration, and assessment
• Reviewing an existing corporation's corporate governance system
• Developing a corporate governance architecture and resource allocation
• Dissemination and execution of corporate governance principles

Unit 5: Practical Corporate Governance Best Practices:

• Perspectives from the International Corporate Governance Network (ICGN)
• Application of OECD corporate governance principles

Unit 6: Disclosure and Transparency:

• Aligning financial and operational results with company objectives
• Guidelines for board membership and executive compensation
• Transparent party-linked transactions
• Facilitating timely, accurate, and cost-effective information disclosure