The World of Corporate Governance Today

• International events leading to governance reform
• Purpose and objectives of governance including agency risk and moral hazard
• US Sarbanes Oxley Act style legislation vs. UK-style voluntary code: focusing where possible on participants’ countries
• Standards-driving bodies and evolving principles
• Formative regulatory bodies including OECD, Basel Committee, SECs and CMAs, Central Banks

Main Components and Principles

• Eight principles which underpin every system of governance:
• OECD Code core concepts and guidance
• Listing requirements and continuous obligations
• Corporate Governance in the financial sector – raising the bar – what is special about banks and bank governance?
• Basel Committee’s guidance on enhancing corporate governance for the banking sector
• Review of European Union’s approach to Corporate Governance in Financial Institutions

The Governing Body

• What does a “Good” financial institution look like
• Alternative board structures – dual and unitary boards
• Different types of board members: their roles and responsibilities, including the Secretary to the Board
• The growing importance of the INED
• The vital role of Board Committees in the new era of governance, including the audit committee, nominations & remuneration committee and the risk committee

Corporate Governance, Risk Management and Compliance (GRC) in Financial Institutions

• The growth and linkage of these three topics in finance
• The main components of Enterprise Risk Management (ERM)
• The central role of internal controls and linkage to ERM
• Best practice compensation principles and standards
• Shareholders, depositors and other stakeholders need for disclosure and transparency

Corporate Social Responsibility (CSR)

• Defining CSR
• The link between CSR and Corporate Governance
• CSR – economic, legal, ethical and discretionary aspects
• CSR and financial institutions – is it just a public relations exercise?
• Where does the regulator fit in?
• The course will end with a multi-choice questionnaire to assess the level of knowledge gained and to fresh and assist the retention of new information

Main Components and Principles of Internal Controls

• The definition and purpose of internal controls
• The five components of the original COSO internal controls framework
• Integration of the original COSO control framework into COSO Enterprise Risk Management framework (ERM)
• Linking COBIT to COSO – Information technology framework and internal controls

Financial Sector Regulators and Internal Controls

• The three categories of objectives for internal controls
• COSO internal controls framework – the expanded 2013 revision
• The new seventeen principles – practical application to provide comprehensive controls
• The strong link between Basel II operational risk management and COSO
• Inherent limitations of internal controls

The Control Environment

• The vital first step – establishing the management tone at the top and an institution-wide code of conduct reflecting integrity and ethical values
• Board and management’s delegation of authority
• Commitment to competence – attracting, developing and retaining the right human resources
• Performance measures, incentives and rewards

Types of Internal Controls

• Risk appetite and strategy established by the Board and risk response strategies
• Control activities, internal controls, responsibilities and uses through the eyes of different stakeholders
• Inherent and residual risks
• Reporting and assurance