Role of the Director & the Board (Certificate Programme)

Learning Objectives

On completion of this module delegates will:

• Understand the important role that corporate values play in the development of a successful and responsible business
• Understand corporate governance and how it shapes the responsibilities, accountabilities and activities of the board
• Understand the legal status of a company, the different forms this may take and the legal and regulatory environment it must operate in
• Understand the role a director plays and the responsibilities and accountabilities associated with the role
• Understand the role of the board and how it should operate to be effective
• Understand the board’s accountabilities and responsibilities to a number of stakeholders and that these relationships need to be managed and considered in board decision making

Module Syllabus

Section 1 - Corporate Governance

• Corporate Governance – what it is, where it has come from and where it is going
• Corporate Governance Codes, including the Combined Code
• The Board’s role in corporate governance*
• Differences between governance, direction, management and ownership*
• Effective internal control - the importance of policies and systems to address legal, governance, regulatory requirements
• Setting and communicating policies and internal controls
• The important relationships between internal controls, risk management and internal audit
• Auditing and managing compliance

Section 2 - The Company’s Legal and Regulatory Environment

• Different legal forms
• Features of a company
• Regulatory and legal framework
• The legal position of stakeholders
• Disclosure of information and reporting requirements
• Requirements of 2006 Companies Act*
• European Directives
• Legal and regulatory environment – including: employment law, health and safety, wrongful/fraudulent trading, corporate insolvency, insider dealing, dispute resolution, contract
• law, competition law

Section 3 - The Director’s Role

• Directors’ duties
• Consequences of a breach of duty and potential liabilities
• Directors’ service agreements
• Different types of directors
• Different roles: Chairman, MD, Executive Director, Non-Executive Director
• Role of the Company Secretary
• Selection and appointment
• Induction
• Succession planning
• Removal of a Director
• Leadership
• Assessing your own effectiveness
• Continuous professional development

Section 4 - Board structure, Operations and Practice

• Role and tasks of the board
• Best practice principles/UK Combined Code
• Delegation to management
• Matters reserved for the board
• Board structure, composition and skills
• Board committees and duties/purpose
• Board cycle
• Board policies
• Board dilemmas
• Board dysfunction
• Board evaluation – the board, its committees and individual directors

Section 5 - Strategic Risk Evaluation and Management

• Levels of risk
• Different type of risks
• Risk assessment and management
• Defining risk management appetite
• Risk v entrepreneurial decisions
• Establishing a risk culture
• Delegation and monitoring risk management
• Risk reporting
• Role of the audit and risk committee
• The relationship between internal controls defined in policy and systems, internal audit and risk management
• Crisis scenarios and horizon scanning
  Crisis management and business continuity

Section 6 - Stakeholder management

• The concept of stakeholder management
• Stakeholder mapping process
• Formulating an action plan
• Communicating organisation strategy, goals, performance and progress to stakeholders
• Anticipating, balancing and managing conflicts of interest between different stakeholder groups