Course description
2024 Company Board Director Roles and Responsibilities - Live Online (2 Days)
Chartered Management Institute Recognised Training Centre for Director Training 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 Course Certificate Evidences 12 CPD Hours.
The directors are responsible for preparing the directors’ report and the financial statements in accordance with applicable law and regulations
The Companies Act 2006 deems all Board Directors to share equally in the legal responsibilities of running a company.
It does not differentiate between Executive and Non-Executive Directors. This means that the legal duties and potential liabilities of Non-Executive Directors are exactly the same as those of the Executive Directors, no matter how little or how much time they spend on Board Matters. It would be impossible to fulfil the legal duties of a Board Director without a good understanding of those legal roles and responsibilities according to the Companies Act 2006.
Topics covered include the Companies Act 2006, Board Director Roles and Responsibilities, UK Corporate Governance Code, Board Committees, Memorandum & Articles of Association, Companies House requirements, Insolvency Act, Liquidations, Director Disqualification Act, Shadow Directors, De Facto Directors, NEDs, iNEDs, Director Statutory Duties, Resolutions, Meetings 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.
The Companies Acts 2006, CA 2006, contains seven specific statutory duties of a director. These important legal duties are collectively called the “General Duties”. The General Duties are applicable to all Board decisions and all Director activities within all UK companies. The General Duties are different to the Statement of Directors Responsibilities, which refers to the responsibilities of the Directors for all matters financial, including their Annual Accounts.
There is a formal Statement of Directors Responsibilities, which is a legally binding outline of the responsibilities of the Directors for all financial matters, including the Annual Accounts. The Director Responsibilities are applicable to all Director activities and decisions within all UK companies. These Director Responsibilities are different from the General Duties of Directors, which are seven specific statutory duties of directors contained in the Companies Acts 2006.
The Company Board Director Roles and Responsibilities Training Course is for both experienced and newly appointed Company Directors. The Chair of the Board of Directors, along with all other Executive and Non-Executive Directors, will benefit from this course.
This course will cover those legal director duties and all of the other relevant statutory requirements at Board level and through case studies and discussions ensure that you are comfortable with the practical application of that knowledge.
This is a very practical course with extensive discussions around case studies that highlight common Boardroom dilemmas. For example a common potential conflict of Interest is that of Subsidiary Board NEDs with Executive roles in the Parent Companies. This course will enable you to resolve such matters to make sound Board decisions, which fully comply with your statutory duties as a Director.
CPD – Formal Certificates of Professional Development will be issued to all delegates.
These certificates will be accepted as evidence for CPD purposes by most other professional associations and institutes.
Upcoming start dates
Suitability - Who should attend?
This training course has been 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, will benefit from this training course.
Outcome / Qualification etc.
Formal Certificates of Professional Development will be issued to all delegates. 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
The training course will cover:
DAY 1
- Legal Framework
- Trading Business Structures
- Applicable Laws & Regulatory Framework
- Constitution and Governance Framework
- New company law effective through 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 in 2024
- 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
- New legal requirements
- 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 in 2024
- 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 & UK GDPR in 2024, 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 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 Director 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 highly experienced Board Chairs.
Why choose Professional Directors Association
Professional Directors Association 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
Professional Directors Association has been training Directors for 25 years
Reviews
Average rating 5
Phil has good knowledge and an enthusiastic and effective delivery
As a director it is exactly what I needed. The awareness and learning outcomes fit very well with my expectations. Thank you.
Expenses
Training from £695 for 1 Day and £1295 for 2 Day courses.
Very informative and pitched at the right level. Answered all questions very well and from an informed background. Excellent course.