Corporate Governance for General Counsel and Legal Advisers Training Course

Course overview

General counsel are expected to protect legal integrity while enabling boards to make timely, defensible decisions. That responsibility becomes difficult when governance documents are outdated, board papers omit decision-critical information, delegations are unclear, or conflicts and related-party transactions are handled inconsistently. This course equips legal advisers to diagnose these weaknesses and act as a practical governance partner to the board, company secretary, executive team and audit committee.

Participants examine the legal adviser’s role across board architecture, director duties, committee mandates, shareholder rights, disclosures, conflicts, internal controls and governance reporting. They learn to map governance obligations, draft and refresh board and committee terms of reference, build a delegated-authority matrix, review board papers for legal and governance sufficiency, and establish escalation routes for material risk. The programme also addresses how to advise directors through difficult decisions without substituting legal caution for sound commercial judgement.

Teaching combines instructor-led analysis with governance failure case studies, document-review workshops and facilitated boardroom simulations. Participants work with realistic board minutes, committee charters, conflicts registers, related-party transaction scenarios and reporting templates. By the end of the week, each participant produces a tailored Corporate Governance Improvement Plan containing a priority risk assessment, governance action register, proposed ownership model and 90-day implementation roadmap for their organisation.

The course is designed for practising general counsel, senior in-house lawyers and legal advisers who already support corporate decision-making and need a more structured, board-facing approach to governance. It is equally valuable for legal leaders preparing for expanded company secretary, chief legal officer or board advisory responsibilities.

Course objectives

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

• Map the organisation’s governance architecture using a board, committee, management and shareholder accountability model
• Assess director duties, authority limits and decision-making risks against applicable corporate law and governance code requirements
• Draft board and committee terms of reference with defined mandates, reserved matters and reporting lines
• Build a delegation-of-authority matrix that distinguishes board, committee, executive and management approvals
• Review board papers using a legal sufficiency, conflict, risk and decision-recording checklist
• Design a conflicts-of-interest and related-party transaction process with registers, disclosures and recusal steps
• Prepare governance advice for a board decision using a concise legal-risk options paper
• Produce a 90-day Corporate Governance Improvement Plan with priorities, owners, milestones and assurance measures

Benefits of attending

Target competencies

Who should attend

• General Counsel — who must advise boards while maintaining legally defensible governance processes
• Chief Legal Officers — who oversee legal, compliance and governance assurance at enterprise level
• Senior In-House Counsel — who prepare board advice and manage high-risk corporate decisions
• Legal Advisers — who support directors, executive committees or company secretarial functions
• Company Secretaries — who need stronger legal partnership on board effectiveness and statutory governance
• Compliance Directors — who must connect compliance oversight with board reporting and accountability

Requirements and prerequisites

Participants should have practical experience in an in-house legal, company secretarial, compliance or governance advisory role, including exposure to board papers, corporate policies, director approvals or committee reporting. Familiarity with basic corporate-law concepts—separate legal personality, director duties, shareholder resolutions, conflicts of interest and record keeping—is assumed. Participants should be able to read organisational policies and identify legal risk in a business scenario. No prior company secretary qualification, law-firm governance specialism, governance software licence or advanced financial-accounting expertise is required. A laptop with Microsoft Excel and a document editor is useful for workshop materials.

Training methodology

The programme uses short instructor-led briefings to establish governing principles, followed by document-based workshops that mirror the work of an in-house legal team. Participants critique board papers, redraft committee mandates, build authority matrices and test conflict disclosures against realistic corporate scenarios. Small groups conduct a simulated board decision involving an acquisition, a conflicted director and an urgent approval request. Facilitated feedback focuses on advice quality, evidence trails and implementation practicality. The final session converts course outputs into an individual 90-day governance action plan for workplace use.

Course outline

Day 1: The General Counsel’s Governance Mandate

• Corporate governance architecture: board, shareholders, committees and management
• General counsel, company secretary and compliance accountability boundaries
• Director duties, fiduciary obligations and standards of care
• Reserved matters and the legal basis for board authority
• Governance codes and their application to listed, private and group companies
• Governance risk identification through legal obligation mapping
• Board effectiveness indicators and common governance failure patterns

Workshop: Participants map their organisation’s current governance architecture and identify three accountability gaps or duplicated controls.

Day 2: Board Structure, Mandates and Decision Rights

• Board composition, independence, succession and skills-matrix considerations
• Committee design for audit, risk, remuneration and nominations oversight
• Terms of reference drafting: purpose, powers, membership and quorum
• Delegation-of-authority matrix design and approval thresholds
• Decision rights for subsidiaries, joint ventures and group functions
• Escalation triggers for material transactions and emerging risks
• Governance calendar planning for board, committee and shareholder actions

Workshop: Participants draft a committee terms-of-reference extract and a delegated-authority matrix for a growth-stage corporate group.

Day 3: Board Advice, Papers and Decision Records

• Legal adviser review of board papers before circulation
• Decision-quality criteria: purpose, options, recommendation and evidence
• Legal-risk options papers for directors and executive committees
• Recording rationale, dissent, abstentions and conditional approvals in minutes
• Information rights, confidentiality and legal professional privilege
• Board information packs, action logs and decision trackers
• Using Diligent Boards and structured templates for board workflow

Workshop: Participants review a flawed acquisition board paper, prepare a legal-risk advice note and amend the proposed board resolution.

Day 4: Conflicts, Controls and Stakeholder Accountability

• Conflict-of-interest identification, disclosure and recusal procedures
• Related-party transaction review and independent approval safeguards
• Whistleblowing oversight and escalation to the board or audit committee
• Internal control frameworks and the board assurance process
• Governance of regulatory investigations and material legal incidents
• Shareholder engagement, resolutions and minority shareholder protections
• Governance reporting against the G20/OECD Principles of Corporate Governance

Workshop: In groups, participants manage a related-party transaction scenario and produce a conflict register entry, recusal plan and approval pathway.

Day 5: Governance Assurance and Implementation

• Governance health checks and maturity assessment methods
• Gap analysis against the UK Corporate Governance Code and internal policies
• Priority risk scoring for governance remediation
• Governance dashboards, key risk indicators and board assurance reporting
• Policy lifecycle management and controlled document ownership
• Implementing governance changes across legal, finance, compliance and secretariat teams
• Ninety-day implementation planning and executive sponsorship

Workshop: Participants complete and present a Corporate Governance Improvement Plan with priority actions, accountable owners, milestones and assurance measures.

Tools & standards covered

Diligent Boards, Microsoft Excel, G20/OECD Principles of Corporate Governance, UK Corporate Governance Code

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