Legal / Law Training Course on Corporate Governance & Board Duties

Module 1: Legal and Conceptual Foundations of Corporate Governance

• Definition, principles, and objectives of corporate governance
• Legal framework for corporate governance: company law, securities law, and governance codes
• Historical evolution of corporate governance and global perspectives
• Key governance theories (agency theory, stewardship theory, stakeholder theory)
• Roles of regulators, shareholders, and stakeholders in governance
• Case study: Corporate governance failures and lessons learned

Module 2: Roles, Powers, and Duties of the Board of Directors

• Composition and structure of the board (executive, non-executive, and independent directors)
• Fiduciary duties and statutory obligations of directors
• Legal responsibilities under company and securities laws
• Distinction between board and management roles
• Delegation of authority and accountability mechanisms
• Case law on director liability and due diligence obligations

Module 3: Corporate Governance Policies, Ethics, and Compliance

• Development and implementation of governance policies and charters
• Legal aspects of ethics, integrity, and corporate social responsibility (CSR)
• Code of conduct for board members and management
• Compliance obligations under national and international law
• Anti-corruption, whistleblowing, and conflict of interest management
• Practical session: Drafting a board charter and governance policy

Module 4: Board Committees, Risk Management, and Accountability

• Legal framework for board committees (audit, risk, remuneration, nomination, governance)
• Responsibilities and authority of key committees
• Board oversight in enterprise risk management (ERM)
• Internal controls, accountability, and transparency mechanisms
• Legal implications of non-compliance and corporate negligence
• Case study: Board oversight in corporate crises and scandals

Module 5: Emerging Trends and Best Practices in Corporate Governance

• Global corporate governance standards (OECD, IFC, King IV, and ISO 37000)
• Digital transformation and board governance (cybersecurity, ESG, and data governance)
• Gender diversity and inclusion in boards: legal imperatives and ethical benefits
• Board evaluation and performance measurement
• Legal reforms shaping the future of corporate governance
• Workshop: Developing a governance improvement action plan for your organization