Corporate governance
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Market abuse and insider dealing
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Listed and AIM companies: continuing obligations

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Drafting

An explanation of course levels:

• Introductory: for those new to the subject.

• Intermediate: for delegates with some prior knowledge of the subject.

• Advanced: for delegates with substantial knowledge of the subject.

• Update: for delegates with or without prior knowledge of the subject.

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Corporate finance general

Corporate governance

An intermediate course designed for professionals who need to understand the latest developments in corporate governance and identify the action that listed companies need to take.

CPD: 6 hours

Level: intermediate

OBJECTIVES

This course provides an overview of corporate governance guidelines and best practice and how listed companies should comply with current requirements.

Participants should have a greater understanding of:

• The requirements of the Combined Code and the effect of recent changes to it, together with best practice guidelines and recommendations.
• The inter-relationship of corporate governance and the Listing Rules, Disclosure and Transparency Rules and other legal requirements.
• Developments relating to Corporate Social Responsibility.
• Actions companies should take.

COURSE OUTLINE

Part 1. Codes of corporate governance

• Overview of the background to corporate governance in the UK and current concerns.
• The legal status of the Combined Code.
• The main principles of the Combined Code.
• The provisions of the Listing Rules and the Disclosure and Transparency Rules regarding corporate governance.
• The position for AIM and other unlisted companies.
• Proposed changes to the Code and their effect

Part 2. Directors’ role and responsibilities

• The provisions of the Combined Code in relation to the composition and functioning of the board including:
  • appointments to the board and the role of the nominations committee;
  • induction for directors;
  • terms of appointment of non-executives.
• The extent to which companies can give indemnities to directors for their liabilities to the company and third parties.
• The role of non-executive directors, the chairman and chief executive and the senior independent director and evaluation of the performance of the board and individual directors.
• The role of the company secretary.
• Disclosure requirements under the Combined Code and other relevant provisions.

Part 3. Remuneration

• The provisions of the Combined Code regarding directors’ remuneration and proposed changes.
• Disclosure requirements.
• Investor guidelines.

Part 4. Accounts and audit

• The provisions of the Combined Code regarding audit and internal control.
• The provisions of the Listing Rules and the Disclosure and Transparency Rules regarding accounts and review of the accounts.
• Directors’ report requirements.
• The Turnbull guidance.

Part 5. Corporate Social Responsibility

• Overview of current investor guidelines on corporate social responsibility.

Part 6. Relations with shareholders

• The provisions of the Combined Code regarding shareholder responsibilities and the impact of additional investor guidelines.
• Shareholders’ legal remedies, their effectiveness and how companies should respond.
• The actions which shareholders can take in practice concerning corporate governance matters.
• The role of investors under the Combined Code and the proposed stewardship code for institutional investors.

Part 7. Control of price sensitive information

• The legal restrictions relating to the control and use of price sensitive information and the obligations of listed companies to keep the market informed.
• The requirements regarding insider lists and disclosure of management dealings.

Part 8. Proposed changes

• An overview of proposed changes in the area of corporate governance.