Governance Basics I - Overview

Governance: The Fundamentals

Day 1

Corporate Governance and the Company Secretary

Section 1 - What is my role as a Company Secretary?

  • The main duties of the Company Secretary
  • What qualifications might I need?
  • What is the typical structure of a CoSec team, what might my team structure look like?

Section 2 - Basic Corporate Governance

  • What is it?
  • What are the different codes?
  • Why should I consider a governance code in the context of my organisation? 

Section 3 – Governance Frameworks

  • Where to start with your framework
  • Framework analysis
  • Practical steps for improvement
  • Benefits of a great governance framework 

Section 4 - Statutory Compliance

  • What is Companies House?  What do I need to know?
  • Practical statutory Compliance – how do I know which form to use and what should I do with it?
  • Annual compliance calendars
  • Group structure charts
  • Statutory registers and record keeping

Section 5 - Directors

  • Appointment, termination, and detail changes
  • What are my directors responsible and accountable for: directors’ duties
  • What is the role of a non-executive director?

Section 6: Board effectiveness

  • Boardroom Behaviours
  • Board evaluation and performance reviews   
  • Director induction programmes

Day 2

The day-to-day role of the Company Secretary

Section 1 - Meeting management

  • Types of meeting
  • General meetings
  • Key roles in the boardroom
  • How do I develop a forward-looking agenda?
  • What should go in my agenda?
  • Timelines
  • Board portals
  • How do I manage and support the management of Conflicts of interest?   

Section 2 – Board Reporting

  • What does a good board reporting look like? 
  • How can I help influence and enhance the quality of board reporting?  

Section 3 – Minutes masterclass

  • What are minutes and why are they important? 
  • How do I manage and track actions?  
  • How do I write a good set of minutes? 

Section 4 – A shares masterclass

  • What are shares and what are the different types of shares?
  • Who are my shareholders?
  • How do I make a change to a shareholder in my company: the processes for issuing and transferring shares?
  • How do I draft a share certificate?
  • What is stamp duty and what do I do?

Section 5: Corporate Reporting

  • What is an annual report?
  • What will I need to draft within the annual report?
  • What is a section 172 statement, and how does that apply to me? 

Additional areas:

  • Entity rationalisation programmes

  • DDQs – what information should I provide on my corporate structure?

  • Document execution and authorised signatories?


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