Being a Director: Part 1

An introduction to Corporate Governance

Key focus areas

Overview and evolution of corporate governance

· The evolution of corporate governance including agency risk and discussion of GFC

· What is corporate governance (including various definitions)?

· Principled based governance

· Principles of governance

 

The business case for corporate governance

· Why is corporate governance vital to South Africa (foreign direct investment etc)?

· Why is corporate governance vital to all entities?

· The value of governance

· Barriers to good governance

 

Governance frameworks and models

· Regulatory frameworks including King III

· Types of governance models with international reference

· Integrated approach

· Stakeholder inclusive model

 

Individual directors duties

· The responsibilities of individual directors

· Definition of Exec, NED, INED, ex officio, advisors and prescribed officers.

· Fiduciary duties and duty of care and skill

· Managing conflicts of interests

· Directors personal liability

· D&O insurance – practical considerations

· The business judgement rule and how can it be used

· What to consider before accepting a directorship

· Dissenting directors

· Representative directors

 

Key corporate governance role players

· Board structures

· The role of the chairman

· The role of the CEO

· The role of the company secretary

· The role of non-executive directors

· The role of the lead independent director

· The role of shareholders