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
