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Course Corporate Governance: Reform and Developments in 2019


This course explores the wide-ranging developments in the UK’s corporate governance regime including those which give effect to Government proposals for reform published in 2017. These (and other recent changes) represent part of a step change in thinking about governance, driven in large part by concerns about perceived lack of social responsibility in many parts of the commercial world, a continuing series of 'scandals' affecting companies such as Tesco, Sports Direct, BHS and most recently Carillion, and by the apparent lack of effectiveness of the provisions of the Companies Act 2006 which impose 'general duties' on company directors in addressing part of these problems.

It is a must-attend for anyone involved in governance, whether in their own organisation (including company secretaries) or advising others (at associate or partner level).

The course covers:

  • The new UK Corporate Governance Code for listed companies, and the related Guidance on Board Effectiveness published by the Financial Reporting Council (FRC), including for the first time provision for employee representation on company boards
  • The new Corporate Governance Code published by the Quoted Companies Alliance (QCA) for AIM and other small and medium size quoted companies, given further prominence by a change in the AIM Rules for Companies which requires AIM companies to apply a recognised corporate governance code to the operation of their affairs
  • The new corporate governance principles for larger private companies, expected to be finalised before the end of 2018
  • The various new legislative requirements for reporting imposed on companies with a view to imposing greater transparency and increasing the stakeholder voice in company affairs, including
    • the performance of the key directors’ duty under s.172 of the Companies Act 2006
    • pay ratios and the gender pay gap
    • modern slavery
    • executive remuneration
    • invoice payment practices

  • ICSA/Investment Association guidance on reflecting the stakeholder voice in boardroom decision making; and the revised FRC Guidance on the Strategic Report (required of all UK companies subject to audit)
  • What is required of boards in relation to the 'failure to prevent' offences created by the Bribery Act 2010 and the Criminal Finances Act 2017
  • Possible developments in the insolvency regime and for penalising directors by disqualification or financial penalty
  • Developments in the updating of the UK Stewardship Code for institutional shareholders and others expected to be completed by the end of 2018

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6 hours


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