Corporate Governance

Corporate Governance

This course examines the complex relationships between corporations, their Board of Directors, and their members of management and the role legislators and regulators play in corporate governance. Good corporate governance also seeks to maintain the primacy of shareholders’ interests as owners, while resolving conflicts of interest that may arise among the shareholder- owners (principals) and management (agents of the corporation. It will also examine the role of Compliance Officers in risk reduction and legal and regulatory compliance. A large part of the course will be dedicated to discussing issues of governance (accountability and transparency) and legal and regulatory compliance in the private sector as well as the importance of applying corporate governance principles in the public sector.

Developed for board directors, compliance officers and government authorities, this program enhances participants’ skills in the practice and procedure of corporate governance, providing an appreciation of the importance of board members being informed, and their critical role in oversight, planning, risk management, legal and regulatory compliance, and support at all times, including in times of disruption and fast-changing events. The course provides participants with the tools necessary to help governments and governing boards to assess and improve the operation of corporate enterprises, public and private. It is a practical course aimed to equip the responsible parties with a strong foundation in corporate governance guidelines, basic principles and best practice techniques to maximize the accountability of their companies.

Course Outline

1. The Components of Top Performing Boards
   ▪ Practical framework
   ▪ Well informed board members
   ▪ Good governance practices and corporate responsibility
   ▪ Best risk management practices for boards
   ▪ use of technical committee for specialized oversight
   ▪ Recent research
   ▪ Examples of failures of corporate governance, domestic and international
2. The Corporate Governance Landscape - Necessary Institutional Information
   ▪ The structure of ownership and control of private and state enterprises
   ▪ The legal and regulatory framework
   ▪ Historical influences on the current corporate governance systems
3. Assessment Methods
   ▪ How to assess outcomes
   ▪ different assessment methods
   ▪ self-assessment
4. Governance Policies, Principles, and Best Practices
   • OECD Principles of Corporate Governance
   • Principles for Corporate Governance in the Commonwealth
   • African corporate governance codes and studies; The King Report
   • Company law and corporate governance-European Union
5. State-Owned Enterprises
   ● Goals
   ● Special issues
   ▪ Special Challenges
   ▪ Examples and Best Practices
6. Ethics, Social Responsibility, Legal and Regulatory Compliance, and Approaches and
   Techniques for Combating Corrupt Practices
7. Corporate Control, Accountability, and Disclosure
   ▪ Management analysis, monitoring, evaluation and implementation
   ▪ Understanding, managing, and avoiding corporate risks
   ▪ Corporate governance reporting and disclosure
   ▪ Using IT for corporate advantage
8. Risk Management and Legal and Regulatory Compliance
   ● the role of the Board of Directors
   ● the role of the Compliance Officer
   ● defining risks and developing minimization and avoidance techniques and systems

Course Advisor’s:

Professor Ted Parnall, former Dean University of New Mexico
In addition to a forty year career in U.S. legal education, including serving 5 years as Dean of a U.S. Law School, Ted has worked as a resident legal advisor or law teacher in eleven overseas posts in Liberia, Senegal, Ethiopia, Egypt, Tunisia, Laos, Indonesia, Vietnam, Madagascar, the Kyrgyz Republic, Serbia/Montenegro and China, plus several short-term assignments in Eritrea, Kenya, Kosovo, Uzbekistan and Afghanistan.

Ted has practiced Company (Enterprise) law with a major New York City law firm and has specialized in teaching and advising on business-related subjects, including corporate law and international business transactions. He has also directed judicial reform programs, and more general law development efforts involving training for the judiciary and for public prosecutors and has helped design and implement several basic legal information systems. Ted's positions have often required a combination of skills including those of corporate legal technician, legislative drafts person, teacher, facilitator, mediator, and administrator.

Javade Chaudhri, Jones Day law firm
Javade Chaudhri has worldwide experience assisting private and public-sector companies in transactions and projects in many industry sectors and geographies. He advises companies on domestic and international mergers, acquisitions, and strategic alliances as well as corporate governance, compliance, and internal investigations. He also handles complex international litigation and arbitration under the rules of major arbitral institutions.

Javade has structured and negotiated infrastructure, manufacturing, technology, oil & gas, health care, and education transactions all over the world, especially in Asia, the Middle East, and Africa. He counsels companies on anti-bribery and other compliance matters. He has conducted numerous FCPA and fraud investigations. He has advised governments, development agencies, and non-governmental organizations on transactions, transformation, and privatization programs.

Javade previously served (2003-2013) as the general counsel and chief compliance officer for Sempra Energy, a Fortune 250 company with gas and electric utilities in the United States, Mexico, and South America as well as fossil fuel and renewable energy power plants, natural gas pipelines, LNG receipt terminals, and a worldwide commodities trading business. Prior to that, Javade was the general counsel and corporate secretary of Gateway, a $10 billion global technology company.

He serves on a number of non-profit boards, including the University of California's Global Policy and Strategy School, the San Diego Zoo Global, the U.S.-Asia Institute, Asian Americans Advancing Justice, Institute of the Americas, and the Rumie Initiative. He frequently lectures at institutions in the United States and around the world.

Course duration and cost:
2 weeks - $4,200
1 week - $2,245

Dates:
2 weeks -September 18- 29
1 week - September 18-22

Location:
Online /In-person