Training Objectives

At the end of the programme participants will be able:

• To understand the difficulties that arise for companies in Cyprus which lack a formal process
• To understand the issue of board composition, diversity and skills
• To understand the issue of Risk oversight and Governance
• To understand the issue of Adequate information and technology governance
• To understand the issue of Compliance monitoring
• To understand the issue of Adequate Remuneration Governance
• To understand the issue of Adequate stakeholder communication
• To determine the legal and regulatory requirements that companies have to comply with and the penalties for noncompliance.
• To assess the application of the business judgement rule to protect directors from liability to the company
• To promote the principles of corporate governance and recommendations in terms of the prevailing law

Training Outline

Introduction to Meetings of the Board

Calling Meetings of the Board

• By-law requirements
• Who to send notice to?
• Length of Notice
• Authority to Call Meetings
• Calling the Meeting to be Bona Fide
• Form of Notice
• Failure to Comply with Notice Requirements

Conduct of a Director’s Meeting

• Chair – who is entitled to chair meetings?
• Can directors move to replace the Chair of the meeting?
• Role of the Chair
• Who is entitled to attend?
• Quorum Issues
• Voting By Directors
• Motions – do they require a seconder?
• Debate
• Casting Vote
• Whether an abstention is considered to be a vote against the resolution
• Method of Voting
• Nominee Directors
• Appeals from Decisions of the Chair
• How to deal with the difficult Director
• Codes of Conduct
• What is the ultimate sanction for the incorrigible Director?
• Duty to Prepare for Meetings
• Conflicts of Interest
• The Independence of Directors
• Minutes of Meetings
• Notes of Meetings

Board Committee Meetings

Who should attend

The programme is suitable for:

• Company Directors
• Board Chairs
• Senior Management
• Corporate Secretaries
• Compliance Officers
• Governance Professionals
• Internal Auditors
• Internal Lawyers

Training Style

The programme is designed to deliver knowledge and enhance participants’ skills via short lectures, case-studies, practical examples, real-life simulations. Most of the training’s time will be invested in analysing a real-life case study that will help participants understand how to solve problems in similar occasions

CPD Recognition

This programme may be approved for up to 7 CPD units in Law. Eligibility criteria and CPD Units are verified directly by your association, regulator or other bodies which you hold membership.

In-house Training

For groups within the same organisation, this course may be customized to meet any specific needs and delivered in-house.