Advanced Corporate Legal Advisers and Company Secretaries Workshop

Course Overview

The chartered company secretaries and corporate legal advisers are senior positions in any private sector company or public-sector organizations. They are responsible for the efficient administration of a company, particularly with regard to ensuring compliance with statutory and regulatory requirements and ensuring that decisions of the board of directors are implemented.

Company secretaries and legal advisers are the company's named representative on legal documents, and it is their responsibility to ensure that the company and its directors operate within the law. It is also their responsibility to register and communicate with shareholders, to ensure that dividends are paid and to maintain company records, such as lists of directors and shareholders, and annual accounts.

This course features the best of corporate governance subject areas with key elements of the function of the Company Secretary and In-House Legal Department. Participants will learn about the mandatory and voluntary checks and balances that should be in place in an organization’s structure to reduce the risk of corporate governance failure.

For Whom:

This program is designed for Company Executive and Non- Executive Directors, Shareholder representatives, Pension and Investment Fund Managers, Public officials in a regulatory, supervisory or compliance functions, Company Secretaries of public companies, Executives involved in strategic and operational functions, including finance, corporate strategy, human resource, and government affairs, Senior managers involved in setting up corporate governance initiatives, Corporate lawyers who wish to improve their understanding of new company law developments concerning corporate responsibility and Investor Relations managers responsible for their organization’s dealings with the finance community

Learning Objectives:

At the end of the program, participants will be able to:

· review and clarify the duties of company directors;

· compare best practice of how company boards are organized;

· explain the purpose of corporate governance as a discipline;

· list and discuss the checks and balance that apply to the boards of listed companies;

· know the framework of governance rules as it applies to Corporate Governance Code;

· develop new business skills as executives working in or managing the legal department functions;

· explain the importance of the Company Secretary’s role; and

· acquire new skills, practical tools and techniques for effective negotiation to broker better deals for the organization.

Course Outline:

Day 1: Corporate Governance and Board of Director’s Roles

· Essential structures of corporate governance

· Principle functions and responsibilities of the Board

· Setting the company strategic direction

· Establishing corporate values

· Holding the executives to account

· Maintaining the corporate reputation

· Role and Responsibilities of Company Directors and Company Boards

· Duties of a Director, Promoting the success of the company

· Role of the chairman, Executive and Non-executive directors

· Making a difference using non-executive directors

Day 2: Managing Corporate Social Responsibility & shareholders Relationship

· The corporate governance codes

· The comply or explain rule

· How to protect the shareholders?

· Communicating with the shareholders

· A legal framework for corporate governance

· Managing The Organization’s Corporate Social Responsibility (CSR)

· The pressure for corporate behavior change

· The Legal Background of CSR

· Company directors’ obligations and CSR

· Voluntary measures

· Is CSR “Just Public Relations”?

· CSR and corporate governance links

Day 3: Poor Corporate Governance and the Roles of Company Secretaries

· The ineffective board

· Examples of corporate failure: Case Studies

· Analysis of the banking crisis as a failure of governance

· Regulatory responses to corporate governance failure

· Lessons learned from corporate failures

· Roles and Responsibilities of Company Secretary

· Assisting the Board, Record keeping

· Managing the registered office

· Supporting and managing board and company meetings

4: Roles of Corporate Legal Department and Resolving Legal Disputes

· Typical functions

· Adding value to company performance

· Reducing corporate risk

· Measuring corporate legal performance

· Resolving legal disputes, Litigation

· Principles of Arbitration

· Non-binding dispute resolution methods

· Mediation and Conciliation

Day 5: Negotiating, Drafting and Structuring Legal Agreements

· The Contract laws

· Drafting legal agreements

· Negotiation principles

· Tools and techniques for negotiation

· What are our negotiable? BATNA, Program review.

This course package includes: Course material in soft copy, Tea break, Lunch, City tour, and certificate of attendance. A Core 1.5 laptop with the soft copy of the course material loaded with a carrying bag will be presented to the participants at the end of the course.

Note: Payment is either U$D or the prevailing parallel market rate. We do not accept government official rate.

Training Methodology: Lectures, discussions, exercises, case studies, audio-visual aids will be used to reinforce these teaching/learning methods