Acting as a member of the Board of Directors

Defining board composition

• Directors acting as a body.
• The functions of director and managing director in day-to-day management.
• The concept of independent director.
• Companies acting as directors.
• Conflicts of interest between a director and the company.
• Termination of office.

Assimilating the powers of the Board

• Limitations / restrictions.
• Delegation of authority.
• Practical exercise: drafting an effective delegation of authority.

Assessing the linking of powers between the Board, committees and the shareholders

• Scope of powers of each 'organ'.
• Committees.
• Confidentiality and the transfer / use of information to / by committees, shareholders and others.
• Nominee directors (i.e. directors appointed upon nomination by particular shareholders).

Identifying the duties and responsibilities of directors

• Potential civil and criminal liabilities of directors.
• Recent relevant caselaw.
• The risk in practice.
• Possible ways to reduce risk.
• Indemnities.
• Insurance.
• The impact of resigning.

Integrating board operation

• Convening.
• Meetings of the Board.
• Alternative methods of decision-making.
• The director’s right to information.
• The impact of corporate governance principles.
• Taking informed decisions in the company’s interests.
• Observers.
• Minutes.
• Practical exercise: drafting proper minutes of Board meetings (not as easy as it sounds).

Setting the remuneration of directors

• Aligning remuneration with the success of the business.
• Favouring forms of remuneration appropriate to the business.
• Good practice concerning disclosure and transparency.
• Impact on duties / standard of care?