Code : 660820
1 jour - 7 heures
Tarif : 750 € HT
Peter MYNERS - Allen & Overy
Robert STEINMETZER - Allen & Overy Luxembourg
Understanding the key legal and practical issues relating to boards of Luxembourg companies, including the composition, powers and responsibilities of the Board and other management bodies. Learning legal requirement, key risks (with the benefit of recent case law), best practice and practical tips. Application in a commercial context, including when economic times are tough.
Theory and practical tips with case studies in order to optimise understanding and application.
Defining board composition
• Directors acting as a body.
• The functions of director and managing director in day-to-day management.
• The concept of independent director.
• Companies acting as directors.
• Conflicts of interest between a director and the company.
• Termination of office.
Assimilating the powers of the Board
• Limitations / restrictions.
• Delegation of authority.
• Practical exercise: drafting an effective delegation of authority.
Assessing the linking of powers between the Board, committees and the shareholders
• Scope of powers of each 'organ'.
• Confidentiality and the transfer / use of information to / by committees, shareholders and others.
• Nominee directors (i.e. directors appointed upon nomination by particular shareholders).
Identifying the duties and responsibilities of directors
• Potential civil and criminal liabilities of directors.
• Recent relevant caselaw.
• The risk in practice.
• Possible ways to reduce risk.
• The impact of resigning.
Integrating board operation
• Meetings of the Board.
• Alternative methods of decision-making.
• The director’s right to information.
• The impact of corporate governance principles.
• Taking informed decisions in the company’s interests.
• Practical exercise: drafting proper minutes of Board meetings (not as easy as it sounds).
Setting the remuneration of directors
• Aligning remuneration with the success of the business.
• Favouring forms of remuneration appropriate to the business.
• Good practice concerning disclosure and transparency.
• Impact on duties / standard of care?
Directors, shareholders, legal managers and lawyers.