Corporate Governance

Chapter 1 – The compliance regime

• Company law
• The Combined Code
• Pressures for compliance
• Additional guidance
• Corporate governance monitoring
• Penalties for non-compliance

Chapter 2 – Board effectiveness

• Role of the board
• Role of the chairman
• Role of non-executives
• Board meetings
• Provision of information
• Performance evaluation of the board
• Succession policy
• Appointments procedures
• Diversity among directors
• Election of directors
• Induction and training
• Access to independent advice

Chapter 3 – Board composition

• Board balance and size
• Director independence
• Separation of chairman and chief executive
• Senior independent direct
• Board committees

Chapter 4 – Directors’ remuneration

• Remuneration committees
• Non-executive remuneration
• Describing overall remuneration policy
• Relationship to other employees
• Components of directors’ pay
• Service contracts
• Remuneration disclosure
• Voting by shareholders

Chapter 5 – Audit committees and auditors

• Reporting
• Audit committees
• Role of audit committees
• Managing the external audit relationship
• Auditor independence
• Reporting by the audit committee
• Whistleblowing

Chapter 6 – Risk and internal control

• Risk management policy
• Review of internal controls
• Reporting on risk

Chapter 7 – Relations with shareholders

• Capital and voting structures
• Investor relations
• Meetings with investors
• AGM management
• Shareholder responsibilities

Chapter 8 – Stakeholder relationships and corporate responsibility

• Stakeholder management
• Operating and Financial Reviews (OFRs)
• Unquoted companies
• CSR reporting frameworks

Chapter 9 – Compliance checklist

• Board effectiveness
• Board composition
• Directors’ remuneration
• Audit committees and auditors
• Risk and internal control
• Relations with shareholders
• Stakeholder relationships & corporate responsibility