Course description
2024 Company Board Director Roles and Responsibilities - In-House (2 Day)
Chartered Management Institute Recognised Training Centre for Director Training Courses. This 2-day training course is a CMI Recognised Director Training Course. The course can be spread across two separate non-consecutive days.
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.
The Companies Acts 2006, CA 2006, contains seven specific statutory director duties. These important legal Director duties are collectively called the “General Duties”. They are documented as Sections 171 to 177 of the CA 2006. The Companies Acts 2006 is a UK wide law, hence it applies across all parts of the UK, including Northern Ireland and Scotland. There are other business related laws which vary across, for example, England and Scotland.
The General Duties are applicable to all Board decisions and all Director activities within all UK companies. These General Duties are different to the Directors Responsibilities Statement, which refers to the responsibilities of the Directors for all financial matters, including their Annual Accounts, the internal financial controls and the the prevention and detection of fraud.
The General Duties of Directors under the Companies Acts 2006 are:
- 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
These courses explain fully the General Duties under the Companies Act 2006 and their relevance to Board meetings and the normal daily activities of Board Directors. The Director Roles and Responsibilities Course will also cover the UK Corporate Governance Code and other Board level statutory requirements. The course will provide that knowledge and through case studies and discussions ensure that you are comfortable with its practical application.
Chartered Management Institute Recognised Director Training Courses and Workshops
Institute of Leadership and Management Approved Training Centre
These are very practical courses with extensive discussions around case studies that highlight common Boardroom dilemmas. For example a common potential Conflict of Interest within Groups of Companies is that of Subsidiary Board NEDs with Executive roles in their Parent Companies. Another common scenario issue is how far should the Board go in ensuring that the Company Financial Controls are adequate. This course will enable you to resolve such matters and to make sound Board decisions, which fully comply with best practice and 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 imperfect knowledge of the insolvency laws.
Formal Certificates of Professional Development will be issued to all participants. These certificates will be accepted as evidence for CPD purposes by most professional institutes and associations, including the Law Society, the CIM, the CMI, the ICAEW, the Institute of Learning and the CIPD.
Upcoming start dates
Suitability - Who should attend?
This training course has been designed for both experienced and newly appointed Company Directors, as well as 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.
Through presentations, hands-on case studies and group discussions, the course tutor will impart exactly the knowledge and information that Company Directors need to become Excellent Board Directors, 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.
The Chair of the Board of Directors, along with all other Company Directors, both Executive and Non-Executive Directors, as well as current and prospective, will benefit from this training course.
Outcome / Qualification etc.
Formal Certificates of Professional Development will be issued to all participants, in print for the 2-day training course and by email for the 1-day training course. These certificates will be accepted as evidence for CPD purposes by most professional institutes and associations, including the Law Society, the CIM, the CMI, the ICAEW, the Institute of Learning and the CIPD.
Training Course Content
DAY 1
- Legal Framework
- Trading Business Structures
- Applicable Laws & Regulatory Framework
- Constitution and Governance Framework
- New company law effective from 2024
- Companies Act 2006 Requirements
- Scope and Relevance
- Seven Statutory Director Duties
- Director Qualifications
- 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
- 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-Packs”, Pre-Packaged Administrations
- What you can and cannot do to try to save the company
- Common Mistakes and their consequences
DAY 2
- UK Corporate Governance Reform Drivers
- Quoted Company Director Pay
- Unquoted Company Director Pay
- Shareholder Dissent
- Engagement with the Workforce
- Engagement with the other Stakeholders
- Wates Corporate Governance Principles Context
- Audits, Current Status and Proposed Changes
- EU Corporate Governance
- Relevance to UK companies
- Context and relationship to the UK Corporate Governance Code
- 9 Principles applicable to all companies
- 5 Principles applicable to large or complex companies
- 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
- Effective Board Meetings
- Principal Duty of the Board
- Direction and Management
- Board Powers and Responsibilities
- Delegated Powers and Limits of Authority
- Board Agenda; Standards and Procedures
- “Any Other Business”
- Board Papers; Standards, Processes and Timings
- Board Minutes
- Meeting Effectiveness Reviews
- 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
- 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
- Data Protection Act 2018 & UK 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 and Data Profiling
- Board Level 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
- Strategic Budget Issues
- Board Level Recognition of Sales &
- 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 Chair of the Board.
Why choose Excellence in Learning
Excellence in Learning has trained over 40,000 delegates in 10,000 client organizations
99% of our Director Delegates have rated our courses as Excellent and the other 1% as good
Excellence in Learning has been training Directors for 25 years
Customer Outreach Award
We believe that it should be easy for you to find and compare training courses.
Our Customer Outreach Award is presented to trusted providers who are excellent at responding to enquiries, making your search quicker, more efficient and easier, too.
Reviews
Average rating 5
I thought the course content was excellent
The case studies added more learnings /value & insights to the task with a collaborative Team approach . Action Learning tends to provide real live situations that outcomes for ...
Expenses
From £2,395 per day
Tutor is truly engaging with participants and elaborates clearly on each topic, providing real life stories to support theoretical content.