Financial Institution Corporate Governance

Understanding the importance of and main principles in the field of corporate governance in a financial services environment, including the major drivers, trends and challenges. 

The course will discuss relationships between managers, boards of directors, shareholders, stakeholders and investors; as well as demonstrating the role of governance through examples.

1. Introduction

• Defining Corporate Governance

• A brief History of Corporate Governance

• The Business Case for Corporate Governance

• The Governance Structure of a Stock Company

• The Governance Structure of a Bank

2. Definition of a Corporation

• Purpose of a Corporation

• Directing a Corporation

• Corporations, Laws, Elections, Performance

• The “Value” of a Corporation

• Internal Regulations of a Company

• Company Code of Corporate Governance

• Company Code of Ethics

• Stakeholder theory, reputation management and corporate responsibility

3. Shareholders / Owners

• Definitions of ownership

• Ownership, Monitoring, Control

• Institutional Investors

• Pension Funds, Hedge Funds

• The Shareholder Register

• The Meetings of Shareholders

  • Preparing the AGM

  • Conducting the AGM

  • Extraordinary Meetings

4.  Directors

• Board composition and appointment

  • Director election and removal

  • Board composition

  • Board Evaluation, Education, Remuneration

• Duties of the Board of Directors

• Board and Directors’ Authority

• Board Procedures and Policies

• Relations between Directors and Management

• CEO Succession Planning

• Independent Directors

• The Corporate Secretary

5. Control Functions and Procedures

• The Supervisory Board

• The Audit Committee

• The Internal Control Functions

  • Compliance function

  • Risk function

  • Internal audit function

• The Independent External Auditor

6.  Oversight of, and interactions with,  Management

• Executive Bodies, Managers, CEO

  • Qualifications, Authorities

  • Composition of Executive Boards

  • Working Procedures of Executive Bodies

• Expectations, Remuneration of members of executive boards, CEOs

7. EU Corporate Governance for Financial Institutions

• European Banking Authority

• Local regulators 

8. International Corporate Governance for Financial Institutions

• Basel Committee on Banking Supervision

• The Global Corporate Governance Forum

• Governance Metrics, World Bank, G7

9. Corporations in Crisis

• Board Members, Directors of Financial Institutions, Corporations

• Executive Managers

• Senior management of Internal Control functions such as Legal, Compliance, Operational Risk and Internal Audit.
  

The online version of this course is delivered in 4 sessions of 4 hours. The onsite version is delivered in 3 full-day sessions.

Institut Luxembourgeois des Administrateurs, ILA (The Luxembourg Institute of Governance)