Key Information

  • Course Code: SM103
  • Duration: 2 weeks
  • Fee: £5175

Course outline

Theoretical Aspects of Corporate Governance

  • Agency theory
  • Separation of ownership and control
  • Transaction cost economics (TCE)
  • Stakeholder theory
  • Stewardship theory
  • Convergence

Development of Corporate Governance Codes – Part 1

  • The growth in corporate governance codes
  • Corporate governance in the UK
  • Influential corporate governance codes
  • Cadbury Report (1992)
  • OECD Principles of Corporate Governance (1999) as revised (2004)

Development of Corporate Governance Codes – Part 2

  • World Bank
  • Global Corporate Governance Forum (GCGF)
  • International Corporate Governance Network (ICGN)
  • Commonwealth Association for Corporate Governance (CACG)
  • EU and corporate governance
  • Basle Committee

Development of Corporate Governance Codes – Part 3

  • US corporate governance
  • Delaware corporate law
  • Employee Retirement Income Security Act 1974 (ERISA)
  • Sarbanes-Oxley Act 2002
  • Commission on Public Trust and Private Enterprise 2003
  • NYSE Corporate Governance Rules (2003)

Development of Corporate Governance Codes – Part 4

  • Emergency Economic Stabilisation Act (2008)
  • NACD Key Agreed Principles to Strengthen Corporate Governance for US Publicly Traded Companies (2008)
  • Dodd-Frank Wall Street Reform and Consumer Protection Act (2010)
  • New York Stock Exchange (NYSE) Commission on Corporate Governance (2010)
  • Non-Governmental Organisations (NGOs), public sector, non-profit organisations, and charities

Shareholders and Stakeholders

  • Stakeholder groups
  • Guidance on shareholders’ and stakeholders’ interests
  • Roles of shareholders and stakeholders

The Role of Institutional Investors in Corporate Governance

  • Influence of institutional investors
  • Stewardship
  • Development of guidance on institutional investors’ responsibilities
  • Private equity and sovereign wealth funds (SWFs)
  • Tools of corporate governance
  • Corporate governance and corporate performance

Socially Responsible Investment (SRI)

  • Strategies for SRI
  • Institutional investors’ policies
  • International guidance
  • CSR indices
  • Corporate social responsibility (CSR)
  • The impact on shareholder value

Directors and Board Structure

  • Unitary board versus dual board
  • Role, duties, and responsibilities
  • Chief executive officer (CEO), chairperson, senior independent director, and company secretary
  • Board subcommittees
  • Remuneration, nomination, risk, and ethics committees
  • Non-executive directors
  • Director evaluation
  • Succession planning
  • Board diversity

Directors’ Performance and Remuneration

  • The directors’ remuneration debate
  • Key elements of directors’ remuneration
  • Role of the remuneration committee and remuneration consultants
  • Performance measures
  • Remuneration of non-executive directors
  • Disclosure of directors’ remuneration
  • International guidance on executive remuneration
  • ‘Say on pay’

Target audience

  • Heads of organisations, chief officers, chairpersons, board members and directors.
  • Those who wish to explore some of the more challenging aspects of corporate governance in the 21st century.
  • Professionals, practitioners, and management.
  • Those employed in the corporate and investment sectors, as well as public, voluntary, and non-profit organizations who wish to place much more emphasis on good governance.
  • Those who wish to understand the development of corporate governance in the last twenty-five years and its importance to the firm, to directors, shareholders, and other stakeholders, and to the wider business community.

Learning outcomes

Upon completion of this course, you will be able to understand:

  • The various main theories that underlie the development of corporate governance.
  • Be aware of the impact of the form of legal system, capital market, and ownership structure on the development of corporate governance.
  • The key factors affecting the development of corporate governance codes.
  • The main developments in corporate governance codes.
  • The corporate governance codes that have been most influential globally.
  • The characteristics of corporate governance codes and the mode of operation.
  • The difference between shareholders and stakeholders.
  • The various different stakeholder groups.
  • An overview of the way that shareholders and stakeholders are provided for in various corporate governance codes and guidelines.
  • The roles that shareholders and stakeholders can play in companies and the development of corporate governance.
  • Who institutional investors are.
  • The growing influence of institutional investors and why they are increasingly interested in corporate governance.
  • The importance of institutional investors’ relationships with their investee companies and the role of stewardship.
  • The ‘tools of governance’ that institutional investors have available to them.
  • How to assess the potential impact of corporate governance on corporate performance.
  • The origins of socially responsible investment.
  • The different approaches that may be used for socially responsible (ethical) investment.
  • The role of institutional investors in socially responsible investment.
  • The different ethical indices that may be used to assess the performance of socially responsible funds.
  • The evidence analyzing the performance of socially responsible investment funds.
  • The distinction between unitary and dual boards.
  • The roles, duties, and responsibilities of directors.
  • The rationale for keyboard committees and their functions.
  • The criteria for independence of non-executive (outside) directors.
  • The role and contribution of non-executive (outside) directors.
  • The importance of board evaluation, succession planning, and board diversity.
  • The main features of the directors’ remuneration debate.
  • The key elements of directors’ remuneration.
  • The role of the remuneration committee in setting directors’ remuneration.
  • The different measures used to link directors’ remuneration with performance.
  • The disclosure requirements for directors’ remuneration.
  • Possible ways of evaluating directors.
Program taught in:
  • English

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Last updated September 10, 2019
This course is Campus based
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