Company Directors' Duties and Liabilities Including Insider Trading and Corporate Governance

Synopsis

Protect yourself and get a thorough understanding of the laws and regulations governing director’s duties and liabilities and code for corporate governance. What you do not know can hurt your business. Ignorance is not a privilege. It is amisfortune.

Understand also the concept of corporate governance. Various board committees including the audit committees, remuneration committees and nomination committees, the implementation and reviewing performance appraisals as well as the understanding of the duties, responsibilities and liabilities of officers and directors will be explained in this one day seminar. Learn how to achieve corporate responsibility and maximize shareholder value.

Course materials will be given which are useful and invaluable references. Case studies and case presentations will be given. You will learn how to conduct your businesses effectively within the laws of business and companies.
Participants will also benefit from the interactive lively sessions with the 2 facilitators.

This course will not only highlight the pitfalls, but participants will also be given an analysis of sample agreements to address the common issues arising in commercial contracts together with standard form precedents and the interpretation of contract clauses.

Course Content

1. Director’s Duties and Liabilities

• directors’ fiduciary duties & responsibilities
• duty of care & skill
• statutory duties
• act honestly with due diligence
• fraudulent trading with creditors
• insider trading of shares: Securities & Futures Act
• defences and indemnity of directors and officers
• relief for directors under Companies Act
  

2. The Guardians of Corporate Governance

• director and manager
• company secretary
• auditors
• shareholders
• disclosure responsibilities to achieve corporate governance
• ethical and responsible decision making
• the whistle-blowing employee
  

3. Framework for Corporate Governance (Incorporating the Code of Corporate Governance)

(a) Effective Board

• independent directors
• role of chairman, non-executive director
• nominee directors
• nominating committees
• board performance
• access to information
• the chairman v chief executive officer

• transparency and appropriateness
• remuneration committee
• disclosure, level and mix of remuneration
• performance appraisal and indicator

• audit committee
• internal controls

• conduct corporate governance audit
• constantly review internal control systems
• terms of references of different committees
• appointment of additional directors if needed
• organize structures and reporting lines e.g. finance, risk
• management and human resource, etc.
  
  

4. The Case for Good Governance

• the consequences of governance failures
• investor confidence and bad governance
• corporate social responsibility and stakeholder impact on business
• case-studies