Key Modules for the Company Directors Course for the Public Sector

The Company Directors Course for the Public Sector is comprised of ten key modules, that are outlined below. For further information about the Course, please refer to the Course information page.

The Role of the Board and Practice of Directorship

  • Introduction to the role of the board and the practice of directorship
  • Corporate governance – governance principles
  • Directors’ environment – the corporate governance environment
  • What does the board do – the line between board and management, board composition
  • Directors – who can be a director, governance titles, appointing, electing, resigning, removal and disqualification
  • An organisation’s legal framework – nature and types of companies, other business structures, government bodies and not-for-profit boards
  • Contemporary issues – remuneration, sustainability, diversity, regulatory change

Decision Making

  • Introduction to director decision making
  • What is decision making – factors in good decision making
  • Individual decision making – the issue of complexity, the importance of complex thinking skills, improving individual decision making
  • Collective decision making – director behavioural types and board decision making, dealing with ‘difficult’
    people, traps in collective decision making, tools for improving collective decision making
  • Traps in decision making
  • Ethical decision making

Directors’ Duties and Responsibilities

  • Introduction to the fiduciary nature of a director’s position
  • To whom are directors’ duties owed?
  • Directors’ duties
  • Loyalty and good faith – good faith, conflict of interest, improper use of position and information
  • Care and diligence – analysis of high-profile cases and the Business Judgment Rule
  • Other duties under the Corporations Act – insolvent trading, continuous disclosure, related party transactions, director’s interests, shareholder and investor information, remuneration
  • Consequences of breach of duty
  • Relief from liability
  • Directors’ rights and powers
  • Insurance

The Board’s Legal Environment

  • Introduction to the wide range of laws that boards and directors are subject to
  • The legal environment for the board –compliance program and corporate culture
  • Contracts – contracts law, company constitution and shareholder agreements, CEO’s employment contract, appointment of auditors, related party contracts, board approval and delegations policy
  • Intellectual property – types of intellectual property and IP strategy
  • Work health and safety – national ‘harmonised’ law, who the law applies to, health and safety, obligation to do what is ‘reasonably practicable’, directors’ duty to exercise due diligence, offences and penalties, ‘due diligence’ defence
  • Environmental law – directors’ personal liability, compliance, commercial transaction pitfalls, directors’ report
  • Competition and consumer law – competition law, cartels
  • Climate change
  • Anti-discrimination law – types of discrimination prohibited
  • Privacy – National Privacy Principles, what the board should do
  • Other legal environment areas – workplace relations, directors’ liability – superannuation and taxation, e-business, anti-bribery laws and not-for-profit organisations

Risk – Issues for the Board

  • Introduction to the risk oversight role of the board
  • What is risk – defining risk and risk management
  • Risk and governance – risk as a key role of the board
  • Setting the risk appetite – defining and determining risk appetite, tolerance and profile
  • Structuring for risk management – structures at board level
  • Embedding risk into governance processes – board reporting, board decision papers, risk and strategy
  • Supervising, monitoring and reporting risk
  • Risk and culture
  • The board and crisis management – the role of the board in a crisis, typical types of crisis, crisis management plans, learning from a crisis
  • Managing risk in the not-for profit and government sectors
  • The directors’ personal risk checklist – director protection

Strategy – The Board’s Role

  • Introduction to the role of the board in strategy
  • Board engagement in strategy – adding value, preparing for the future
  • Organisational context – leading change and communicating strategy
  • Strategic thinking – insight, foresight and developing strategy
  • Board-management collaboration
  • Strategic decision making – key questions
  • Strategy execution – ‘good’ execution, strategic readiness – ready, willing and able, monitoring strategy

Financial Literacy for Directors

  • Introduction to financial literacy for directors
  • Internal financial reporting – management accounts, general ledger and internal controls
  • External financial reporting obligations –financial report contents, directors’ declaration, meeting financial responsibilities
  • Audits – the scope of an audit, external audit, role of an internal audit, audit committees
  • Financial statements: principles and matters – considerations and issues for directors

Driving Performance

  • Introduction to analysing and driving financial performance
  • Analysing financial performance – reviewing financial statements
  • Ratios and analysis – liquidity ratios, operating ratios, financing ratios, profitability ratios, benchmarking and industry information
  • Financial reporting to the board – three stages of reporting, general principles,framing questions
  • Insolvency – warning signs, cash flows, consequences of insolvent trading, reducing risk of trading while insolvent, actions to consider if insolvency is looming

Achieving Board Effectiveness

  • Introduction to creating value and improving organisational performance through the board
  • The Company Directors Corporate Governance Framework™
  • Director responsibility and accountability – director competencies, the chair
  • Board as a collective –board meetings, ongoing performance review and improvement
  • Organisational relations – board / management relations, chair / CEO relations, board / company secretary relations, board culture
  • Stakeholder engagement – stakeholder communication

Learning into practice

  • Putting the learning of the Company Directors Course into practice
    Board etiquette
  • Vector International Limited integrated case study
    • The case study provides prompts to inform debate on issues impacting the practice of directorship. Participants receive a separate booklet, which contains a detailed company profile. The sections for modules 1-9 feature key questions for group discussion and content to support the videos of Vector, such as board meeting agendas and supporting appendices .
    • In this module, a Vector-related scenario consolidates the learning previously covered. For part of the session, participants are allocated to a board committee or group to undertake specific tasks; they are then involved as board members or observers for a simulated board meeting. Participants are encouraged to conduct their activities based on what they would do in the circumstances, underpinned by their own knowledge, experience, and their learnings from the previous nine modules of the Company Directors Course.