Course Details

Board Compliance and Legal Responsibilities for Directors Training Course

INTRODUCTION

This essential training course provides comprehensive knowledge and practical skills for board members to effectively navigate their compliance obligations and legal responsibilities. Recognizing that directors operate in an increasingly complex and scrutinized regulatory environment, this program equips participants with a systematic understanding of corporate law, governance best practices, risk oversight, and ethical decision-making crucial for protecting the organization and fulfilling their fiduciary duties. Participants will gain deep insights into key legal frameworks, personal liabilities, and strategies for promoting a culture of integrity and accountability at the highest level. This course is ideal for both new and experienced directors, aspiring board members, and senior executives seeking to understand the critical legal dimensions of board service.

DURATION

5 days

TARGET AUDIENCE

This course is specifically designed for individuals currently serving on or aspiring to serve on corporate boards, as well as senior leadership teams, including:

• Executive Directors and Non-Executive Directors.
• Chairpersons of Boards and Board Committees.
• Company Secretaries and Corporate Governance Professionals.
• Senior Executives reporting to the Board.
• Aspiring Board Members and Independent Directors.

OBJECTIVES

Upon completion of this course, participants will be able to:

• Understand the fundamental legal and ethical duties and responsibilities of directors.
• Identify key compliance obligations relevant to board oversight.
• Recognize potential legal liabilities for directors and strategies for mitigation.
• Analyze the role of the board in ensuring robust risk management and internal controls.
• Contribute effectively to a culture of good governance and legal adherence within the organization.

MODULES

Module 1: The Legal Landscape of Board Service

• Define the concept of a "director" and different types of directorships (e.g., executive, non-executive, independent).
• Understand the sources of directors' duties and liabilities (e.g., company law, common law, regulatory codes).
• Explore the legal distinction between the board as a collective and individual director responsibilities.
• Discuss the importance of understanding the company's constitution and governing documents.
• Examine the evolving regulatory expectations for board conduct and oversight.

Module 2: Core Duties and Fiduciary Responsibilities

• Understand the fundamental fiduciary duties of directors (e.g., duty to act in good faith, duty to avoid conflicts of interest).
• Discuss the duty of care, skill, and diligence required of directors.
• Explore the concept of "acting in the best interests of the company" and its complexities.
• Examine legal considerations when making strategic decisions and business judgments.
• Learn about the implications of piercing the corporate veil in cases of misconduct.

Module 3: Board Composition, Structure, and Governance Best Practices

• Understand legal requirements for board composition, including independence and diversity.
• Discuss the role and responsibilities of key board committees (e.g., Audit, Remuneration, Nominations, Risk).
• Explore the legal implications of board meeting procedures, resolutions, and record-keeping.
• Examine the importance of effective induction and ongoing training for directors.
• Understand the relationship between the board, management, and shareholders.

Module 4: Compliance Oversight: Legal Frameworks

• Identify the board's ultimate responsibility for overall legal and regulatory compliance.
• Discuss key compliance areas requiring board oversight (e.g., anti-bribery/corruption, data privacy, competition law).
• Explore the legal requirements for establishing and overseeing a robust compliance program.
• Understand the board's role in setting the "tone from the top" and fostering an ethical culture.
• Examine the legal implications of non-compliance for the organization and individual directors.

Module 5: Financial Oversight and Legal Liabilities

• Understand the board's legal duties related to financial reporting and internal controls.
• Discuss legal requirements for accurate accounting and financial disclosures.
• Explore director liabilities arising from misstatements in financial reports or prospectus.
• Examine the board's role in overseeing audit processes (internal and external).
• Understand the legal implications of solvency and wrongful trading.

Module 6: Risk Management and Crisis Response

• Understand the board's legal obligation to establish and monitor risk management frameworks.
• Discuss the legal implications of different types of risks (e.g., operational, strategic, reputational, legal).
• Explore the board's role in cybersecurity governance and data breach response.
• Examine legal considerations in crisis management and incident response planning.
• Learn about legal obligations for continuous disclosure of material risks.

Module 7: Preventing Conflicts of Interest and Related Party Transactions

• Understand the legal definition and prohibition of undisclosed conflicts of interest for directors.
• Discuss procedures for identifying, disclosing, and managing actual, potential, and perceived conflicts.
• Explore legal requirements for related party transactions and their approval.
• Examine the legal consequences of breaching conflict of interest rules.
• Learn best practices for maintaining independence and impartiality.

Module 8: Director Liabilities, Indemnities, and Insurance

• Understand the various types of personal liabilities for directors (e.g., civil, criminal, regulatory).
• Discuss the circumstances under which directors can be held personally liable.
• Explore the role of director and officer (D&O) insurance in mitigating personal risk.
• Examine legal provisions for indemnification by the company for director liabilities.
• Learn about the importance of independent legal advice for directors facing potential claims.

CERTIFICATION

• Upon successful completion of this training, participants will be issued with Macskills Training and Development Institute Certificate

TRAINING VENUE

• Training will be held at Macskills Training Centre. We also tailor make the training upon request at different locations across the world.

AIRPORT PICK UP AND ACCOMMODATION

• Airport pick up and accommodation is arranged upon request

TERMS OF PAYMENT

Payment should be made to Macskills Development Institute bank account before the start of the training and receipts sent to info@macskillsdevelopment.com