Board of Directors

The program takes into account new provisions which reform Coporate Law.

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'.

• Committees.

• 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.

• Indemnities.

• Insurance.

• The impact of resigning.

Integrating board operation

• Convening.

• 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.

• Observers.

• Minutes.

• 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?