Corporate Governance for Company Secretaries Training Course

Course overview

Company secretaries sit at the point where board decisions, statutory obligations, shareholder rights and management assurance meet. The role demands more than preparing agendas and recording minutes: secretaries must identify governance weaknesses before they become regulatory breaches, challenge incomplete board information, maintain a defensible decision trail and advise directors on their duties without overstepping into legal counsel. This course addresses the practical need to turn governance principles into reliable board and committee processes.

Participants examine the governance architecture of listed, private and group companies, using the OECD Principles of Corporate Governance, the UK Corporate Governance Code and COSO Internal Control—Integrated Framework as reference points. They learn to build an annual governance calendar, map board and committee authorities, assess director independence and conflicts, structure effective board packs, minute decisions and dissent accurately, manage related-party transactions, and prepare governance disclosures. Particular attention is given to escalation routes, action tracking, subsidiary governance and evidence required for audit, regulators and shareholders.

Delivery combines instructor-led analysis with document-based workshops using realistic board papers, committee terms of reference, conflict registers and governance incidents. Participants redraft a weak board agenda, test a delegated-authority matrix, prepare minutes from a simulated contentious meeting and conduct a governance gap assessment. They leave with a tailored Corporate Governance Improvement Plan, including a 90-day action schedule, governance calendar, board-paper checklist and priority controls for application in their organisation.

The programme is designed for experienced company secretaries and governance professionals who support boards, committees, legal entities or shareholder processes, as well as senior staff preparing to assume a deputy company secretary or governance lead position.

Course objectives

By the end of this course, participants will be able to:

• Construct an annual governance calendar covering board, committee, shareholder, filing and disclosure milestones
• Map board, committee and management authorities using a delegated-authority matrix
• Evaluate director independence, conflicts of interest and related-party transactions against documented criteria
• Draft board agendas and board-paper requests that elicit decision-ready information
• Produce legally defensible minutes that record decisions, challenge, abstentions, actions and rationale
• Conduct a governance gap assessment using OECD Principles, the UK Corporate Governance Code and COSO criteria
• Design committee terms of reference, meeting cycles and action-tracking controls
• Prepare a 90-day Corporate Governance Improvement Plan with owners, milestones and evidence requirements

Benefits of attending

Target competencies

Who should attend

• Company Secretaries — who advise boards and maintain statutory and governance decision records
• Deputy Company Secretaries — who are preparing to lead board and committee governance processes
• Governance Managers — who design governance frameworks, policies and assurance reporting
• Board Secretaries — who coordinate agendas, board papers, minutes and follow-up actions
• General Counsel and Legal Managers — who support directors on duties, disclosures and entity governance
• Compliance and Risk Managers — who need to connect risk oversight, internal controls and board assurance

Requirements and prerequisites

Participants should have practical experience supporting boards, committees, legal entities, compliance or senior management meetings. They should already understand the purpose of board minutes, resolutions, articles of association or equivalent constitutional documents, director duties, meeting notices and basic corporate filing obligations in their jurisdiction. Familiarity with Microsoft Word, Excel and PDF board papers is assumed, as participants will review and improve working documents. No law degree, accounting qualification, prior use of Diligent Boards or specialist governance software is required. The course does not replace jurisdiction-specific legal advice; participants should bring awareness of their organisation’s applicable company law and listing rules where relevant.

Training methodology

The instructor uses short technical briefings to establish governance requirements, followed by practical document reviews and facilitated boardroom scenarios. Participants diagnose weaknesses in sample board packs, terms of reference, minutes, conflict declarations and delegation schedules, then improve them using structured templates. Small groups work through a simulated governance failure involving conflicted directors, incomplete information and urgent approvals. Daily reflection links the exercises to each participant’s own board cycle, culminating in a peer-reviewed 90-day governance improvement plan with implementation priorities, accountable owners and evidence of completion.

Course outline

Day 1: Governance architecture and the company secretary mandate

• The company secretary’s advisory, administrative and assurance responsibilities
• OECD Principles of Corporate Governance and their practical application
• UK Corporate Governance Code principles, provisions and reporting implications
• Board accountability, shareholder rights and stakeholder considerations
• Governance structures for listed, private, family-owned and group companies
• Corporate constitutional documents, reserved matters and statutory registers
• Annual governance calendar design for meetings, filings, disclosures and approvals

Workshop: Participants build a draft annual governance calendar for a multi-entity organisation and identify missed milestones, owners and escalation points.

Day 2: Board and committee effectiveness

• Board composition, skills matrices, independence and succession planning
• Committee structures for audit, risk, remuneration and nomination oversight
• Terms of reference drafting and committee authority boundaries
• Delegated-authority matrices and reserved-matters schedules
• Agenda design based on decisions, oversight and strategic discussion
• Board-paper standards for recommendations, risks, options and approvals
• Board and committee evaluation methods, questionnaires and action plans

Workshop: Participants diagnose a flawed board and committee structure, then produce a revised authority map and committee terms-of-reference extract.

Day 3: Decision integrity, conduct and records

• Director duties, collective responsibility and informed decision-making
• Conflict-of-interest declarations, registers and meeting procedures
• Related-party transaction identification, approval and disclosure controls
• Board meeting notices, quorum, circulation and written resolutions
• Minute-writing techniques for decisions, challenge, abstentions and dissent
• Action registers, decision logs and evidence-retention practices
• Confidentiality, privileged information and secure board communications

Workshop: Using a contentious simulated board meeting, participants draft minutes, update a conflict register and create an action log that preserves an auditable decision trail.

Day 4: Risk, control and governance assurance

• COSO Internal Control—Integrated Framework and governance responsibilities
• Risk appetite statements and board-level risk oversight
• Three-lines model roles for management, risk, compliance, internal audit and the board
• Governance reporting dashboards, key risk indicators and assurance maps
• Whistleblowing, investigations and escalation to the board
• Subsidiary governance, entity oversight and group reporting lines
• Governance gap assessment methods and prioritisation criteria

Workshop: Participants complete a governance gap assessment for a case organisation, score priority issues and present an escalation recommendation to a mock audit committee.

Day 5: Disclosure, improvement and implementation

• Governance statement content, evidence and disclosure planning
• Shareholder meetings, resolutions, voting results and investor engagement
• Regulatory filings, market announcements and disclosure-control coordination
• Diligent Boards workflows for agendas, approvals, annotations and action tracking
• Microsoft Excel registers for conflicts, entities, actions and governance milestones
• Governance remediation plans, owners, milestones and control evidence
• Measuring board-process effectiveness and reporting progress to directors

Workshop: Participants assemble and peer-review a tailored Corporate Governance Improvement Plan containing a 90-day roadmap, governance calendar, board-paper checklist and priority control actions.

Tools & standards covered

Diligent Boards, Microsoft Excel, OECD Principles of Corporate Governance, COSO Internal Control—Integrated Framework

A typical training day

Live online deliveries follow the same structure in the East Africa Time zone, with shorter screen blocks and longer breaks.

What the fee includes

How you can take this course

Certification

Participants who complete the full five days receive the Skillset Development Certificate of Completion, stating the course title, course code, dates and delivery format — suitable for professional-development records and employer reimbursement.

Frequently asked questions