MODULE I

Introduction to the Corporate Governance

Oleksandr Okuniev

• Definition and models of corporate governance
• Who and why should be interested in the development of corporate governance?
• What is «international standards» and "best practice" of corporate governance?
• The issue of assessing the level of corporate governance
• Approaches to establishing of the effective model of corporate governance in the company (group of companies)

Joint Stock Company’s Board: role and tasks

Oleksandr Okuniev

• The role of the Board and its main task
• Competences of the Board
• Regulations of the Board (the position of the Board, the agreement with the member of the Board)

Organization of the Board’s activity

Oleksandr Okuniev

• The meeting of the Board and its committees, decision-making
• Corporate Secretary of the company

Effective Board of the company: the composition and the structure

Mark Iwashko

• Procedures for selecting candidates to the Board and succession planning
• The balanced Board:
  • The size of the Board
  • Value of different types of the Directors of the Board (executive, non-executive, independent, etc.)
  • The best combination of knowledge, experience and personal qualities of the Directors

• Board Committees:
  • on audit
  • on remuneration
  • on appointments
  • on strategy
  • other

The role of the Board in developing and implementing strategy

Dan Pasko

• Decisions regarding strategy of the company and monitoring of its implementation
• Effective procedures of the Board’s decision-making
• Risks of the strategy implementation and the Board’s control
• Board’s action in the cases of crises, unexpected problems, conflicts, failures in projects

The Board’s strategic decisions on the company’s development (case studies from Ukrainian companies)

Dan Pasko

• The procedure of making decisions on investment projects
• What information about investment project should the Board members get?
• What questions about investment projects should be asked the top management?