Director Roles and Responsibilities Training Course

• "Excellent" Delegate Comments on the Company Director Training Course

  ‘Highly Enlightening. Well worth the investment in time and Excellent Value for Money.’ Bob Smith – Chief Executive, South Bucks District Council

  ‘Very Good.’ Anne Rogerson – IT Director, Develop Training Limited

  ‘Two good days.’ Mark Lowry – Manufacturing Director, The McAvoy Group

  ‘Excellent.’ Alex Livingstone – Head of Energy Services, Switch2 Energy Limited

  ‘Highly experienced and enthusiastic Course Leader. Willing to share personal insights and listen to all attendee contributions.’
  Edward Berry – Head of ICT Services, Switch2 Energy Limited

  ‘Excellent and Engaging content and delivery, addressing key aspects.’
  David Clark – Production Director, The McAvoy Group

  ‘Very interesting two days, some really good discussions.’
  Claire Hazlehurst – Underwriting Director, Hedgehog Limited

  ‘Really good overview.’ Dr Christoph – HR Director, Deutsche Bahn, DB Systel

  ‘The Course Leader was very professional and easy to talk to.’
  Sheila Singh – Managing Director, The London School of Academics

  ‘Excellent Course; Excellent Delivery.’ Richard Atkins – Board Director, Pivotal Scientific Limited

  ‘Philip was Excellent; first rate knowledge and experience.’
  Mark Copp – Maritime Programme Manager, Allan Webb Limited

  ‘Plenty of information, very adaptable to the needs of the group, plenty of pace, lots of case studies, very helpful two days.’
  Karen Mayhew – Chief Executive, Havebury Housing Partnership

  ‘Course Leader is Outstanding, Excellent course.’
  R. Senior – Operations Director, The Chord Company Ltd

  ‘Very informative and pitched at the right level. Answered all questions very well and from an informed background. Excellent course.’
  Emma Steele – Director, John Lamb LLP

  ‘Found the course really useful.’
  Sarah Selvanathan– Deputy Chief Executive, Elmbridge Borough Council

  ‘Open Discussions, not pretentious, great examples of scenarios to explain theory in practice.’
  Amanda Haley – Technical Director, Ian Firth Hardware Ltd

  ‘Phil has good knowledge and an enthusiastic and effective delivery.’
  Andrew Naismith – Managing Director, CAE Aircrew Training Services Plc

  ‘Great examples of practical applications. Encouraged discussions throughout the group. Very Informative.’
  Susanne Hughes – Deputy Chief Executive, Shaw Healthcare Ltd

  ‘As a director, it is exactly what I needed. The awareness and learning outcomes fit very well with my expectations. Thank you.’
  Darren Payne – Director, Rhodar Limited

  ‘Well Delivered Course, supported with excellent literature. Provided good information and structure’
  Martin Clarke – Technical Operations Director, Drywrite Ltd

  ‘Great interaction and good pace’
  Ben Ward – Director, Willmott Dixon Plc

  ‘Very clear; well structured; excellent examples. Course leader has a great presentational style leading to good discussions’
  Mark Simmons – Director, Plasser UK

  ‘Philip handled the course content and all of the questions really well. Very informative and highly recommended’
  Rory Curran – Non-Executive Director, Ecodesk

  ‘Excellent course, great participation, a good mix of attendees’
  Sarah Newbold-Hill – Senior Business Director, The Evolve Trust

  ‘Very happy with this course. Like the focus on practical problems.’
  Neil Hounslow – Vice President, Kowa Research Europe

  ‘Excellent all round’
  Frances Adcock – Adcocks Solicitors

  ‘Very good course’
  Adrian Lewis – Commercial Director, Cova Security

  ‘Thoroughly engaging and informative, I would not have believed that a subject, potentially so dry, could be made so interesting. Your professionalism and obvious depth of knowledge was a joy to watch’
  Rod Mountain – Chief Executive, Nelson King

  ‘Excellent, very clear and relevant examples.’
  Board Director

  ‘Great examples, Phil’s experience and stories to back up learning are great.’
  Geoff Stanley – Chief Technical Officer, Rock Insurance Group

  ‘Very good overview, the course was responsive to attendees’ questions and backgrounds.’
  Kath Webster – Director Scientific Services, Animal & Plant Health Agency

  ‘Well presented and engaging.’
  Trevor Phillips, Chief Operating Officer, Vectura Limited

  ‘Very good discussion and information for directors.’
  Natalie Spotswood, Legal Director, FM Insurance Company Limited

  ‘Very helpful to get a better understanding of a director’s role and responsibility. Gives good guidance on how to perform this role better.’
  Ralph Zaat – President, Kowa Research Europe Ltd

• Board Director Course Overview

  This course is assessed as “Excellent” by its delegates.  To ensure that the Company Directors attending this training course will continue to get the maximum possible benefit, the delegate numbers will be limited to a maximum of 8.

  This training course is designed for both experienced and newly appointed Company Directors who want to ensure that they know and understand the collective board responsibilities, as well as the individual responsibilities of directors and are complying with all of the relevant laws and regulations.

  The 2 Day Company Board Director Roles and Responsibilities training course will enable you to define, analyse and interpret the corporate governance issues inherent in any business scenario.  It will clearly explain the legal requirements of the Companies Act 2006, especially the seven statutory duties of directors.

  The General Duties under the Companies Acts 2006 are:

  1. Duty to act within powers
  2. Duty to promote the success of the company
  3. Duty to exercise independent judgment
  4. Duty to exercise reasonable care, skill and diligence
  5. Duty to avoid conflicts of interest
  6. Duty not to accept benefits from third parties
  7. Duty to declare interest in proposed transaction or arrangement

  Please click here for more detail on these Director Duties

  It will also cover the latest version of the UK Corporate Governance Code and key aspects of other offence specific laws and other legislation and rules applicable to company boards.

  This is a very practical course, with extensive discussions around case studies that will highlight common Boardroom dilemmas.  It will enable you to make sound Board decisions, which comply with your statutory duties as a Director.  Guidance will be provided on some of the factors that facilitate effective Boards.

  Topics covered include the Companies Act 2006, Effective Boards, Board Director Roles and Responsibilities, UK Corporate Governance Code, Board Committees, the Memorandum & Articles of Association, Companies House requirements, the Insolvency Act, Liquidations, the Director Disqualification Act, Director Pay, Shadow Directors, De Facto Directors, NEDs, iNEDs, Director Statutory Duties, Strategic Financial Management, Risk Management, Dividends, Resolutions, Meetings, Voting requirements and many more.

  This course will explain the personal and corporate insolvency issues surrounding directors. It will help you to avoid inadvertently assuming any personal liabilities through an inadequate knowledge of the insolvency laws.

  The training course is delivered by some of the best Corporate Governance tutors in the UK. They are heavily involved with Corporate Governance at the highest possible levels and have a wealth of practical experience at their fingertips, as well as outstanding theoretical knowledge. The role and responsibilities of Company Board Directors will be comprehensively covered by this course.

  The first day primarily covers: the director requirements within the latest Companies Act (Companies Act 2006), including the 7 Statutory Duties of Directors and the legal limitations on the powers of directors; the 2018 UK Corporate Governance Code effective through 2020; the latest Memorandum and Articles of Association, topical board level issues; Companies House requirements, the avoidance of potential breaches of the Insolvency Act, which could lead to  personal liabilities and possible disqualification under the Director Disqualification Act.

  The second day is set within the framework of the laws, codes and regulations already in force in 2020 and those that are about to become effective.  It primarily covers: Effective and Efficient Boards, Risk Management, UK Corporate Governance Reform Drivers, the most recent rules, laws and trends on Director Pay, EU Corporate Governance applicability within the UK; International Board Structures; Major Corporate Governance Failures and their early warning indicators. It also covers offence specific legislation at board level only, such as; the Bribery Act, the 2017 Criminal Finances Act, the Corporate Manslaughter Act, Pitfalls and Errors arising from the UK Data Protection Act & UK GDPR and the Health & Safety at Work Act. All of these are dealt with only at board level.

  The second day also covers Board Strategic Financial Management elements. These elements will also include, to the level appropriate for board directors: Acquisitions, Disposals and Goodwill; Budgeting & Pension Issues, Maximising Shareholder Value and Company Valuations.

  This training course is constantly being updated to always contain the latest issues and legislation. It includes information on proposed likely changes to the codes, the regulations and the legal requirements.

  The theoretical knowledge will be reinforced by highly relevant hands-on case studies and group discussions. Attendees will become highly skilled at understanding and complying with all corporate governance requirements under the latest UK Corporate Governance Code, as well as satisfying all of their statutory duties under the latest Companies Act and other relevant laws. You will become more involved with all types of Company Board and governance discussions within your organisation, as well as more confident and comfortable when communicating with fellow directors, investors and specialist consultants.

  The Chairman of the Board of Directors, along with all other Executive and Non-Executive Directors, would benefit from this course, which is limited to a maximum of 8 delegates to ensure the discussions are truly effective and inclusive.

• Board Director Course Content

  The training course will cover:

  DAY ONE

  • Legal Framework
    • Trading Business Structures
    • Applicable Laws & Regulatory Framework
    • Constitution and Governance Framework
    • Proposed new company laws
  • Statutory Duties of Directors
    • Duty to act within powers
    • Duty to promote the success of the company
    • Duty to exercise independent judgment
    • Duty to exercise reasonable care, skill and diligence
    • Duty to avoid conflicts of interest
    • Duty not to accept benefits from third parties
    • Duty to declare interest in proposed transaction or arrangement
  • Companies Act 2006
    • Scope and Relevance
    • Director Qualifications
    • Shadow Directors and De Facto Directors
    • Director Liabilities
    • Duty of Independent Judgement
    • Non-Executive Directors
    • Promote the Success of the Company
    • Long Term versus Short to Medium Term
    • Director Contracts
    • Declarations of Interest
    • Director Transactions
    • Conflicts of Interest
    • Resolution of Conflicts of Interest
    • Relief for Breaches of Duties
    • Common Mistakes
    • Appointment and Removal of Directors
  • Memorandum and Articles of Association
  • Shareholder Relationships and Dealings
  • Strategic Reporting Requirements
  • People with Significant Control Reporting Requirements
  • Director Insurances and Indemnities
  • UK Corporate Governance Code
    • Scope and Relevance
    • Comply or Explain
    • 5 Main Sections of the Code
    • Company Purpose
    • The Role of the Board
    • An Effective Board
    • Board Evaluation
    • Division of Responsibilities
    • The Chairman
    • The Chief Executive
    • Non-Executive Directors
    • Board Composition and Appointments
    • Nomination Committees
    • Director Commitment and Development
    • Director Induction and Support
    • Board Accountability
    • Risk Management and Internal Control Duties
    • Director Pay Principles
    • Audit and Remuneration Committees
    • Shareholder Relations and Meetings
  • Insolvency Act 1986 and the Director Disqualification Act
    • Director Risks
    • Director Actions and Conduct before Insolvency
    • Insolvency Process
    • Insolvency Results
    • Pre-Packaged Administrations; “Pre-Packs” or Phoenix Administrations
    • What you can and cannot do to try to save the company
    • Common Mistakes and their consequences

  DAY TWO

  • Effective Board Meetings
    • Board Agenda; Standards and Procedures
    • “Any Other Business”
    • Board Papers; Standards, Processes and Timings
    • Board Minutes
    • Meeting Effectiveness Reviews
    • Principal Duty of the Board
    • Direction versus Management
    • Delegated Powers and Limits of Authority
  • Risk Management
    • Risk Management and Entrepreneurialism
    • Top 5 Risks across all companies
    • Emerging Risks
    • Corporate Risk Culture
    • Rewarding Risk Taking
    • Internal Controls
    • Risk Management Standard ISO 31000
  • UK Corporate Governance Reform Drivers
    • Quoted Company Director Pay
    • Unquoted Company Director Pay
    • Shareholder Dissent
    • Engagement with the Workforce and the other Stakeholders
    • Any likely new legal requirements
    • Wates Corporate Governance Principles Context
    • Audits, Current Status and Proposed Changes
  • International Corporate Governance
    • Relevance to UK companies
    • Context and relationship to the current UK Corporate Governance Code
    • EU Principles of Corporate Governance
    • Non-Executive Directors
    • Stakeholder Engagement
  • Major Corporate Governance Failures
    • Indicators
    • Causes
    • Impact upon the brands and their finances
    • Costs of failure versus the costs of prevention
  • International Board Structures
    • Dual or Two-Tier Board Structures
    • Contrasts to the UK Unitary Board Structure
    • German Board Structures
    • French Board Structures
    • Impact of the Differences upon employment, taxation and company ownership
  • Bribery Act 2010
    • Scope and Sting
    • Six Key Management Principles
    • Rolls Royce and Deferred Prosecution Agreements
    • Staying out of trouble
  • Criminal Finances Act 2017
  • Corporate Manslaughter Act 2007
    • Scope
    • “Controlling Mind” no longer relevant
    • Reputation and consequential losses
    • Direct Penalties
  • 2018 Data Protection Act & GDPR Board Level Traps & Errors
    • EU defined safe areas
    • Data Transfers across countries and companies within the same Group
    • Board Level Data Protection Impact Assessments, Data Profiling and  Data Protection by Design
    • Cloud Storage implications
    • Corporate email addresses
  • Health & Safety at Work Act 1974
    • Scope and Relevance
    • Duties to Employees and Others
    • Penalties and Prohibition/Improvement Notices
    • Minimum Practices and Evidence Based Management
  • Strategic Financial Management
    • Enterprise Valuations; EBITDA, Acquisitions, Disposals and Goodwill
    • Impact of Acquisitions upon the finances and the market value of the organisation
    • Risk, Return and Gearing; or the interaction of ROI, ROCE and Gearing
    • Strategic Budget Issues
    • Board Level Recognition of Sales and Strategic Sales Management
    • Strategic Balance Sheet Issues

  Through presentations, hands-on case studies and group discussions, the course tutor will impart exactly the knowledge and information that Company Directors need to fulfil their director responsibilities and duties, as well as to assess and maximise the effectiveness of their own Company Board. Every appointed Board Director, including both Executive and Non-Executive Directors, will benefit from this training course; from the most recently appointed Company Board Director to the Chairman of the Board.

• Board Director Training Course Leaders

  The training course is delivered by some of the best Corporate Governance tutors in the UK. They are heavily involved with Corporate Governance at the highest possible levels and have a wealth of practical experience at their fingertips, as well as outstanding theoretical knowledge. The role and responsibilities of Company Board Directors will be comprehensively covered by this course.

  One is a Fellow of the Institute of Chartered Accountants of England and Wales, an FCA, and a Chartered Director; the Board Director qualification awarded by the Institute of Directors.  He is also a Fellow of the Institute of Consulting, a Fellow of the Institute of Directors and a former Town Councillor. He serves on the Thames Valley Board of the Chartered Management Institute and was the lead Finance for Non-Finance Directors tutor for many years for the Chartered Management Institute. He has just completed 12 years on the Chartered Director and Standards Committees of the Institute of Directors. The Chartered Director Committee of the Institute of Directors was the body that advised the Institute of Directors for more than 12 years, as to what UK Board Directors should know in order to properly fulfil the role of a company director.  This committee helped to shape the Institute of Directors examination syllabus in the UK.  He has been closely involved at a senior level, for more than 20 years, in all aspects of the professional development of company directors and managers; he has also served on a Plc audit committee and a remuneration committee.

  In addition to professional executive and director development services, he is actively involved in company acquisitions and disposals, as well as providing board level financial consulting services. He has practical experience of funding new start-ups and investments, including raising new Equity Share Capital. He has over 30 years of successful UK and International experience, including 7 years as the Finance Director, Company Secretary and then the Chief Executive of a Plc, as well as 14 years with KPMG Management Consulting, IBM and Arthur Andersen.

  The other is a Chartered Company Secretary and a Fellow of the Institute of Directors and has spent many years as a Corporate Governance Tutor at the Institute of Directors and elsewhere. He has many years of experience as a Company Secretary and as a company director; both as a non-executive director and as an executive director.

  The course tutors are very well qualified and highly experienced individuals; one of these will deliver your workshop. They possess a delivery style, which is dynamic, approachable and highly engaging, enabling them to deliver a workshop that you and your company will benefit from and equally importantly, one that you will remember. Their courses are always assessed as “Excellent” by the delegates.

• Who Should Attend This Training Course

  This 2-day training course is designed for both experienced and newly appointed Company Directors, as well as their specialist advisors and consultants, who want to ensure that they are complying with all of the relevant laws and regulations, as well applying the highest standards of Corporate Governance within their companies. The Chairman of the Board of Directors, along with all other Company Directors, both Executive and Non-Executive Directors, as well as current and prospective, would benefit from this training course.

  To ensure that the Company Directors attending this training course would get the maximum possible benefit from their time and that the discussions will be at their most effective; the delegate numbers will be limited to a maximum of 8.

• Board Director Training Course Learning Objectives

  By the end of this training course participants will be better able to:

  • Understand the legal Roles and Responsibilities of Company Directors
  • Define, analyse and interpret the corporate governance issues inherent in any business scenario
  • Understand and quantify the impact of any particular course of action upon the fundamental corporate governance issues and concepts
  • Understand and comply with the Seven Statutory Duties of Directors under the CA2006
  • Understand the definitions and implications of the Shadow Director and De Facto Director designations
  • Recognise and comply with the statutory and other requirements relating to Directors in the Companies Act 2006, the Bribery Act, The Criminal Finances Act, Health and Safety, Data Protection. All only at the level relevant to board directors
  • Understand the key aspects of the Corporate Governance Code insofar as they relate to Company Directors
  • Identify and discuss the key ethical and governance issues facing any organisation
  • Analyse and make sound Board decisions based upon a deeper understanding of the corporate governance issues and the statutory duties of a Company Director
  • Understand the wider corporate governance impact of any business decision and its strategic interaction with all aspects of the organisation
  • Understand the laws relating to Director Contracts, Director Loans, Director Transactions and Director Pay
  • Become better able to make a strong contribution to Board discussions and decision making
  • Understand and implement a framework for Strategic Risk Management
  • Become more familiar with current the most important aspects of Strategic Financial Board Issues
  • Understand the personal and corporate ramifications of any potential insolvency issues
  • Avoid assuming any unnecessary personal liabilities through an imperfect knowledge of the law relating to the assumption of the Financial liabilities by Company Directors
  • Understand the powers to Appoint and Remove Directors
  • Understand the purpose and limitations of an Audit, as well as the likely future changes to the current scope and delivery of an Audit
  • Communicate more effectively and easily with fellow Board Directors and consultants; through an in depth understanding of Corporate Governance and Strategic Management techniques
• In-House Course for Staff Training and Development

  This training workshop, along with most of our other best practice training workshops, can be delivered as an internal training course at your premises. Even with groups as small as 6-8 delegates, the course fees per person for internal training workshops can be lower than for open events. The potential savings are even greater, if the travel time and the travel costs of the delegates are included.

  Running training workshops internally is very convenient many of our clients and allows the participants to explore how key issues will impact on them and their organisation. Then as a team they can begin to agree upon development action plans and assign priorities. This approach is favoured by many of our clients as it combines a high quality service with excellent value for money and is a highly effective route for staff development.

  Please Click Here to explore running this as an In-House Course   For in-house or internal courses, a Scottish version of this course is available.

   

• Certificates of Professional Development

  This course is recognised for CPD purposes by most other professional institutes and associations including the Law Society, the CIM, the CMI, the ICAEW, the Institute of Learning and the CIPD. Formal Certificates of Professional Development will be issued to all participants who successfully complete this course; printed certificates for the 2 day courses and by email for the 1 day courses.

  These certificates will enable participants to evidence the update of their CPD records. The workshop will consider how to best apply the knowledge gained by the delegates upon their return to the workplace. This element of the programme is designed to maximise the benefits of attending and enable participants to make valued judgements when recording CPD activities.